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withhold, condition or delay, unless: (a) if the Optionee Indemnified Claim is one for which <br />Optionor properly gave Optionee a Claim Notice under this Section, and Optionee fails to <br />assume the defense or refuses to defend the Optionee Indemnified Claim under this Section; or <br />(b) such settlement, compromise or consent: (i) includes an unconditional release of Optionee <br />from all liability arising out of such claim; (ii) does not contain any admission or statement <br />suggesting any wrongdoing or liability on behalf of Optionee; and (iii) does not contain any <br />equitable order, judgment or term (other than the fact of payment or the amount of such <br />payment) that in any manner affects, restrains or interferes with the business of Optionor <br />Indemnified Party. The obligations of Optionee and Optionor Indemnified Party under this <br />Section shall survive the Closing or earlier termination of the Disposition Agreement and the <br />expiration or earlier termination of this Agreement. <br />[Signatures on the following page] <br />13 <br />