Indemnification provision for waiver.

Indemnification by Seller.

Subject to the terms and conditions of this Article _________, Seller agrees to indemnify, defend and hold harmless Purchaser from and against any demand, claim, action or cause of action, liability, damage and loss, including without limitation, interest, penalty and attorney's fees and expenses, asserted against, relating to, imposed upon or incurred by Purchaser by reason of or resulting from (a) a breach of any representation or warranty of Seller contained in this Agreement or in any document delivered pursuant to it, or (b) a breach of any covenant or agreement of Seller contained in this Agreement or any such document, other than a representation or warranty, or (c) the assertion against Purchaser of any liability or obligation of Seller not expressly assumed by Purchaser.

Indemnification by Purchaser.

Subject to the terms and conditions of this Article _________, Purchaser agrees to indemnify, defend and hold harmless Seller from and against any demand, claim, action or cause of action, liability, damage and loss including without limitation, interest, penalty and attorney's fees and expenses, asserted against, relating to, imposed upon or incurred by Seller by reason of or resulting from (a) a breach of any representation or warranty of Purchaser contained in this Agreement or in any document delivered pursuant to it, or (b) a breach of any covenant or agreement of Purchaser contained in this Agreement or any such document, other than a representation or warranty, or (c) the failure of Purchaser to pay, discharge or perform any liability or obligation expressly assumed by Purchaser.

Conditions of General Indemnification.

The liabilities and obligations of the parties with respect to the general indemnifications shall be subject to the following:

(a). Prompt Notice of Claims. The party seeking indemnification (the "Indemnitee") will give the other party (the "Indemnitor") notice of any claim by a third party which could give rise to a request for indemnification under Section _________ or _________ with reasonable promptness after the Indemnitee receives notice of such claim, in which event the Indemnitor will undertake the defense of the claim by representatives of its own choosing.

(b). Right To Undertake Defense. In the event the Indemnitor, within a reasonable time after notice of any such claim, fails to defend the claim, the Indemnitee will (upon further notice to the Indemnitor) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and risk of the Indemnitor, subject to the right of the Indemnitor to assume the defense of such claim at any time prior to settlement, compromise or final determination.

(c). Indemnitor's Right To Defend Certain Claims. In the event the Indemnitee is defending a claim because it has not given notice under Section _________ (a) or because the Indemnitor has not undertaken the defense of the claim under Section _________ (b) and there is a reasonable probability that any such claim may materially and adversely affect the Indemnitor other than as a result of money damages or other money payments, the Indemnitor will have the right, at its own cost and expense, to defend, compromise or settle such claim but the Indemnitor shall not, without the Indemnitee's written consent, settle or compromise any such claim or consent to entry of any judgment which does not include as an unconditional term claimant's release of the Indemnitee from all liability with respect to such claim.

(d). Indemnitee's Right To Defend Certain Claims. In the event the Indemnitor is defending a claim because it has undertaken the defense of the claim under Section _________ (a) and there is a reasonable probability that any such claim may materially and adversely affect the Indemnitee other than as a result of money damages or other money payments, the Indemnitee will have the right, at its own cost and expense, to defend, compromise or settle such claim but the Indemnitee shall not, without the Indemnitor's written consent, settle or compromise any