INDEMNIFYING PARTY
UNDERTAKES TO DEFEND OR SETTLE, IT SHALL PROMPTLY NOTIFY THE INDEMNIFIED PARTY
OF ITS INTENTION TO DO SO, AND THE INDEMNIFIED PARTY SHALL COOPERATE WITH THE
INDEMNIFYING PARTY AND ITS COUNSEL IN ALL COMMERCIALLY REASONABLE RESPECTS IN
THE DEFENSE THEREOF AND THE SETTLEMENT THEREOF.
SUCH COOPERATION SHALL INCLUDE
FURNISHING THE INDEMNIFYING PARTY WITH ANY BOOKS, RECORDS AND OTHER INFORMATION
REASONABLY REQUESTED BY THE INDEMNIFYING PARTY AND IN THE INDEMNIFIED PARTY'S
POSSESSION OR CONTROL.
SUCH COOPERATION OF THE INDEMNIFIED PARTY SHALL BE AT
THE COST OF THE INDEMNIFYING PARTY.
AFTER THE INDEMNIFYING PARTY HAS NOTIFIED
THE INDEMNIFIED PARTY OF ITS INTENTION TO UNDERTAKE TO DEFEND OR SETTLE ANY SUCH
ASSERTED LIABILITY, AND FOR SO LONG AS THE INDEMNIFYING PARTY DILIGENTLY PURSUES
SUCH DEFENSE, THE INDEMNIFYING PARTY SHALL NOT BE LIABLE FOR ANY ADDITIONAL
LEGAL EXPENSES INCURRED BY THE INDEMNIFIED PARTY IN CONNECTION WITH ANY DEFENSE
OR SETTLEMENT OF SUCH ASSERTED LIABILITY; PROVIDED, HOWEVER, THAT THE
INDEMNIFIED PARTY SHALL BE ENTITLED (I) AT ITS EXPENSE, TO PARTICIPATE IN THE
DEFENSE OF SUCH ASSERTED LIABILITY AND THE NEGOTIATIONS OF THE SETTLEMENT
THEREOF AND (II) IF (A) THE INDEMNIFYING PARTY HAS FAILED TO ASSUME THE DEFENSE
OR EMPLOY COUNSEL REASONABLY ACCEPTABLE TO THE INDEMNIFIED PARTY OR (B) IF THE
DEFENDANTS IN ANY SUCH ACTION INCLUDE BOTH THE INDEMNIFIED PARTY AND THE
INDEMNIFYING PARTY AND COUNSEL TO THE INDEMNIFIED PARTY SHALL HAVE CONCLUDED
THAT THERE MAY BE REASONABLE DEFENSES AVAILABLE TO THE INDEMNIFIED PARTY THAT
ARE DIFFERENT FROM OR IN ADDITION TO THOSE AVAILABLE TO THE INDEMNIFYING PARTY
OR IF THE INTERESTS OF THE INDEMNIFIED PARTY REASONABLY MAY BE DEEMED TO
CONFLICT WITH THE INTERESTS OF THE INDEMNIFYING PARTY, THEN THE INDEMNIFIED
PARTY SHALL HAVE THE RIGHT TO SELECT A SEPARATE COUNSEL AND TO ASSUME SUCH LEGAL
DEFENSE AND OTHERWISE TO PARTICIPATE IN THE DEFENSE OF SUCH ACTION, WITH THE
EXPENSES AND FEES OF SUCH SEPARATE COUNSEL AND OTHER EXPENSES RELATED TO SUCH
PARTICIPATION TO BE REIMBURSED BY THE INDEMNIFYING PARTY AS INCURRED.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE INDEMNIFYING PARTY
SHALL NOT SETTLE ANY INDEMNIFIED CLAIM WITHOUT THE
22
CONSENT OF THE INDEMNIFIED PARTY, UNLESS THE SETTLEMENT THEREOF IMPOSES NO
LIABILITY OR OBLIGATION ON, INVOLVES NO ADMISSION OF WRONGDOING OR MALFEASANCE
BY, AND INCLUDES A COMPLETE RELEASE FROM LIABILITY OF, THE INDEMNIFIED PARTY.
ARTICLE VIII
MISCELLANEOUS
SECTION 8.01.
INTERPRETATION.
ARTICLE, SECTION, SCHEDULE AND EXHIBIT
REFERENCES ARE TO THIS AGREEMENT, UNLESS OTHERWISE SPECIFIED.
ALL REFERENCES TO
INSTRUMENTS, DOCUMENTS, CONTRACTS AND AGREEMENTS ARE REFERENCES TO SUCH
INSTRUMENTS, DOCUMENTS, CONTRACTS AND AGREEMENTS AS THE SAME MAY BE AMENDED,
SUPPLEMENTED AND OTHERWISE MODIFIED FROM TIME TO TIME, UNLESS OTHERWISE
SPECIFIED.
THE WORD "INCLUDING" SHALL MEAN "INCLUDING BUT NOT LIMITED TO".
WHENEVER LINN HAS AN OBLIGATION UNDER THE BASIC DOCUMENTS, THE EXPENSE OF
COMPLYING WITH SUCH OBLIGATION SHALL BE AN EXPENSE OF LINN UNLESS OTHERWISE
SPECIFIED.
WHENEVER ANY DETERMINATION, CONSENT OR APPROVAL IS TO BE MADE OR
GIVEN BY A PURCHASER UNDER THIS AGREEMENT, SUCH ACTION SHALL BE IN SUCH
PURCHASER'S SOLE DISCRETION UNLESS