Health Net 2011 Annual Report Download - page 220

the Third-Party Claim promptly and in any event within ten (10) Business Days after receipt by such Indemnified Party of written
notice of the Third-Party Claim; provided, however, that failure to give such notification shall not relieve the Indemnifying Party from
any obligation to provide indemnification hereunder, except to the extent the Indemnifying Party shall have been actually prejudiced
as a result of such failure (except that the Indemnifying Party shall not be liable for any expense incurred during the period in which
the Indemnified Party failed to give such notice).
(b) If a Third-Party Claim is made against an Indemnified Party, the Indemnifying Party will be entitled to participate in
the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party; provided,
however, that any such assumption of the defense by the Indemnifying Party shall constitute an acknowledgement and acceptance by
the Indemnifying Party of its obligation to indemnify the Indemnified Party for all Losses arising out of such Third-Party Claim. If the
Third-Party Claim includes allegations for which the Indemnifying Party both would and would not be obligated to indemnify the
Indemnified Party, the Indemnifying Party and the Indemnified Party shall in that case jointly assume the defense thereof. Should the
Indemnifying Party so elect to assume the defense of a Third-Party Claim, the Indemnifying Party will not be liable to the
Indemnified Party for legal fees and expenses subsequently incurred by the Indemnified Party in connection with the defense thereof;
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rovided, however, that if in the written opinion of counsel to the Indemnified Party a conflict of interest exists in respect of such
claim, the Indemnified Party shall have the right to employ separate counsel to represent the Indemnified Party and in that event the
legal fees and expenses subsequently incurred by the Indemnified Party in connection with the defense thereof shall be paid by the
Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the
defense thereof and, at its own expense (except as otherwise provided in the preceding sentence), to employ counsel reasonably
acceptable to the Indemnifying Party, separate from the counsel employed by the Indemnifying Party, it being understood that the
Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed
by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense of the Third Party Claim
(other than during any period in which the Indemnified Party shall have failed to give notice of the Third-Party Claim as provided
above).
(c) If the Indemnifying Party chooses to defend or participate in the defense of any Third-Party Claim, the Indemnified
Party and Purchaser and Seller (as applicable) shall cooperate in the defense. Such cooperation shall include the retention and (upon
the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information that are reasonably relevant to
such Third-Party Claim, and making officers, directors, employees and agents of the Indemnified Party and Purchaser and Seller (as
applicable) available on a mutually convenient basis to provide information, testimony at depositions, hearings or trials, and such
other assistance as may be reasonably requested by the Indemnifying Party. Whether or not the Indemnifying Party shall have
assumed the defense of a Third-Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise
or discharge, such Third-Party Claim without the Indemnifying Party’s prior written consent (which consent shall not be unreasonably
withheld or delayed). The Indemnifying Party shall not admit any liability with respect to, or settle, compromise or discharge any
Third-Party Claim without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld
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