This excerpt taken from the C 10-Q filed Aug 7, 2009.
8.4 Defense by Indemnifying Party.
(a) In connection with any claim by a third party giving rise to or the commencement of any audit or other proceeding that may give rise to indemnity under this Section 8, the Indemnifying Person may, upon written notice to the Indemnified Person, assume the defense of any such third party claim, audit or proceeding, and thereafter conduct the defence thereof at its own expense; provided, however, that nothing in the foregoing shall be deemed to require the Indemnifying Person to acknowledge the validity of any such third party claim, audit or proceeding or make any admission with respect thereto. If the Indemnifying Person elects to defend such third party claim, audit or proceeding, the Indemnified Person shall make available to the Indemnifying Person or its representatives all
records and other materials reasonably required by them for use in contesting such third party claim, audit or proceeding and shall cooperate fully with the Indemnifying Person in the defence thereof. Notwithstanding such election, the Indemnified Person may participate in any proceedings with counsel of its choice at its own expense. No Indemnified Person will be liable with respect to any compromise or settlement of any third party claims, audits or proceedings effected without its consent.
(b) If the Indemnifying Person does not assume the defense of such third party claim, audit or proceeding within 30 days after giving notice under Section 8.4(a) or does not thereafter conduct such defense, the Indemnified Person may defend against such third party claim, audit or proceeding in such manner as it may deem appropriate; provided, that the Indemnified Person may not settle or compromise any third party claim, audit or proceeding without the consent of the Indemnifying Person, whose consent shall not be unreasonably withheld or delayed.