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modifying Buyer's insurance or other obligations under this Agreement and is independent of the <br />Buyer's insurance and other obligations under this Agreement. Buyer's compliance with its <br />insurance obligations and other obligations under this Agreement shall not in any way restrict, <br />limit, or modify the Buyer's indemnification obligations under this Agreement and are independent <br />of the Buyer's indemnification and other obligations under this Agreement. <br />8.5 Survival of Indemnification and Defense Obligations. The indemnity and <br />defense obligations under this Agreement shall survive the expiration or earlier termination of this <br />Agreement, until all claims against any of the Indemnitees involving any of the indemnified <br />matters are fully, finally, absolutely and completely barred by applicable statutes of limitations. <br />8.6 Independent Duty to Defend. The duty to defend under this Agreement is <br />separate and independent of the duty to indemnify. The duty to defend includes claims for which <br />an Indemnitee may be liable without fault or strictly liable. The duty to defend applies immediately <br />upon notice of a claim, regardless of whether the issues of negligence, liability, fault, default or <br />other obligation on the part of the Indemnitor or the Indemnitee have been determined. The duty <br />to defend applies immediately, regardless of whether the Indemnitee has paid any amounts or <br />incurred any detriment arising out of or relating (directly or indirectly) to any claims. It is the <br />express intention of the Parties that an Indemnitee be entitled to obtain summary adjudication or <br />summary judgment regarding an Indemnitor's duty to defend the Indemnitee, at any stage of any <br />claim or suit, within the scope of the Indemnitor's indemnity obligations under this Agreement. <br />8.7 Indemnification Procedures. Wherever this Agreement requires any <br />Indemnitor to Indemnify any Indemnitee: <br />8.7.1 Prompt Notice. The Indemnitee shall promptly <br />notify the Indemnitor of any claim. To the extent, and only to the extent, that <br />the Indemnitee fails to give prompt Notice of a Claim and such failure materially <br />prejudices the Indemnitor in providing indemnity for such claim, the Indemnitor <br />shall be relieved of its indemnity obligations for such claim. <br />8.7.2 Selection of Counsel. The Indemnitor shall select <br />counsel reasonably acceptable to the Indemnitee. Counsel to Indemnitor's <br />insurance carrier that is providing coverage for a claim shall be deemed <br />reasonably satisfactory. Even though the Indemnitor shall defend the action, <br />Indemnitee may, at its option and its own expense, engage separate counsel to <br />advise it regarding the claim and its defense. The Indemnitee's separate counsel <br />may attend all proceedings and meetings. The Indemnitor's counsel shall <br />actively consult with the Indemnitee's separate counsel. The Indemnitor and its <br />counsel shall, however, fully control the defense, except to the extent that the <br />Indemnitee waives its rights to indemnity and defense for such claim. <br />9. Miscellaneous. <br />9.1 Notices. Any notice, request, demand, instruction or other document <br />required or permitted to be given or served hereunder or under any document or instrument <br />executed pursuant hereto will be in writing and will be delivered personally or sent by United <br />-13- <br />