下载后可任意编辑股权转让协议 (节录) Equity Transfer Agreement (excerpt) ......(2) The Indemnifying Party shall be entitled to employ counsel reasonably acceptable to the Indemnitee to assume and defend any such third party claim or demand asserted against the Indemnitee at its own expense; provided, however, that such counsel has no conflict of interest. The Indemnitee shall be entitled to participate in (but not control) the defense of any such claim or demand at its own expense. The Indemnifying Party shall notify the Indemnitee in writing, as promptly as possible after the date of the notice of claim given by the Indemnitee to the Indemnifying Party under Section 8.5(1), of its election to defend in good faith any such third party claim or demand. The Indemnitee shall not settle compromise any such third party claim or demand without the consent of the Indemnifying Party (not to be unreasonably withheld) unless the judgment or proposed settlement by its terms (i) obligates the Indemnitee to pay the full amount of the liability in relation to such third party claim; (ii) releases the Indemnifying party completely in relation to such third party claim; (iii) does not impose an injunction or other equitable relief upon the Indemnifying Party; and (iv) dos not otherwise adversely affect the Indemnifying Party. The Indemnitee shall cooperate with and shall make available to the Indemnifying Party or its agents, all records and other material in the Indemnifies Party’s possession reasonably required by it for its use in contesting any third party claim or demand. ......(2)补偿方有权聘请可被受补偿方合理接受的律师对第三方向受补偿方提出的索赔或要求进行辩护，费用由补偿方承担；但是，该律师不得有利益冲突。受补偿方有权要求自...
