THE REAL PROPERTY PURCHASE AGREEMENT SHALL BE AGGREGATED.
SIMILARLY, THE PURCHASE PRICE UNDER THIS AGREEMENT AND UNDER THE REAL PROPERTY
PURCHASE AGREEMENT SHALL BE AGGREGATED.
19.4
NOTICE AND OPPORTUNITY TO DEFEND.
IF AN EVENT OCCURS WHICH A PARTY
ASSERTS IS AN INDEMNIFIABLE EVENT PURSUANT TO SECTIONS 19.1 OR 19.2, THE PARTY
SEEKING INDEMNIFICATION (THE "INDEMNITEE") SHALL PROMPTLY NOTIFY THE OTHER PARTY
OBLIGATED TO PROVIDE INDEMNIFICATION (THE "INDEMNIFYING PARTY").
IF SUCH EVENT
INVOLVES (I) ANY CLAIM OR (II) THE COMMENCEMENT OF ANY ACTION OR PROCEEDING BY A
THIRD PERSON, THE INDEMNITEE WILL GIVE SUCH INDEMNIFYING PARTY PROMPT WRITTEN
NOTICE OF SUCH CLAIM OR THE COMMENCEMENT OF SUCH ACTION OR PROCEEDING; PROVIDED,
HOWEVER, THAT THE INDEMNITEE'S FAILURE TO PROVIDE PROMPT NOTICE AS PROVIDED
HEREIN WILL RELIEVE THE INDEMNIFYING PARTY OF ITS OBLIGATIONS HEREUNDER ONLY TO
THE EXTENT THAT SUCH FAILURE PREJUDICES THE INDEMNIFYING PARTY HEREUNDER.
IF
ANY SUCH ACTION IS BROUGHT AGAINST ANY INDEMNITEE AND IT NOTIFIES THE
INDEMNIFYING PARTY OF THE COMMENCEMENT THEREOF, THE INDEMNIFYING PARTY SHALL BE
ENTITLED TO PARTICIPATE THEREIN AND, TO THE EXTENT THAT IT WISHES, TO ASSUME THE
DEFENSE THEREOF, WITH COUNSEL REASONABLY SATISFACTORY TO THE INDEMNITEE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, AFTER NOTICE FROM
THE INDEMNIFYING PARTY TO THE INDEMNITEE OF SUCH ELECTION TO SO ASSUME THE
DEFENSE THEREOF, THE INDEMNIFYING PARTY
SHALL NOT BE LIABLE TO THE INDEMNITEE FOR ANY LEGAL EXPENSES OF OTHER COUNSEL OR
ANY OTHER EXPENSES SUBSEQUENTLY INCURRED BY THE INDEMNITEE IN CONNECTION WITH
THE DEFENSE THEREOF, AND THE INDEMNITEE AGREES TO COOPERATE FULLY WITH THE
INDEMNIFYING PARTY AND ITS COUNSEL IN THE DEFENSE AGAINST ANY SUCH ASSERTED
LIABILITY.
THE INDEMNITEE SHALL HAVE THE RIGHT TO PARTICIPATE AT ITS OWN
EXPENSE IN THE DEFENSE OF SUCH ASSERTED LIABILITY.
IN NO EVENT SHALL AN
INDEMNIFYING PARTY BE LIABLE FOR ANY SETTLEMENT EFFECTED BY THE INDEMNITEE
WITHOUT THE CONSENT OF THE INDEMNIFYING PARTY, WHICH WILL NOT BE UNREASONABLY
WITHHELD.
IN NO EVENT SHALL AN INDEMNIFYING PARTY EFFECT ANY SETTLEMENT WITHOUT
THE CONSENT OF THE INDEMNITEE, WHICH WILL NOT BE UNREASONABLY WITHHELD.
19.5
MITIGATION OF LOSS.
EACH INDEMNITEE IS OBLIGATED TO USE REASONABLE
EFFORTS TO MITIGATE TO THE FULLEST EXTENT PRACTICABLE THE AMOUNT OF ANY LOSSES
FOR WHICH IT IS ENTITLED TO SEEK INDEMNIFICATION HEREUNDER.
19.6
SUBROGATION.
UPON MAKING ANY PAYMENT OF LOSSES OF THE INDEMNITEE,
THE INDEMNIFYING PARTY WILL, TO THE EXTENT OF SUCH PAYMENT, BE SUBROGATED TO ALL
RIGHTS OF THE INDEMNITEE AGAINST ANY THIRD PARTY IN RESPECT OF THE LOSSES TO
WHICH THE PAYMENT RELATES; PROVIDED, HOWEVER, THAT UNTIL THE INDEMNITEE RECOVERS
FULL PAYMENT OF ITS LOSSES, ANY AND ALL CLAIMS OF THE INDEMNIFYING PARTY AGAINST
ANY SUCH THIRD PARTY ON ACCOUNT OF SUCH PAYMENT ARE HEREBY MADE EXPRESSLY
SUBORDINATED AND SUBJECTED IN RIGHT OF PAYMENT OF THE INDEMNITEE'S RIGHTS
AGAINST SUCH THIRD PARTY.
WITHOUT LIMITING THE GENERALITY OF ANY OTHER
PROVISION HEREOF, EACH SUCH INDEMNITEE AND INDEMNIFYING PARTY WILL DULY EXECUTE
UPON REQUEST ALL INSTRUMENTS REASONABLY NECESSARY TO EVIDENCE AND PERFECT THE
ABOVE DESCRIBED SUBROGATION AND SUBORDINATION