or representation or warranty of the Company contained herein; or (ii) any breach of any covenant or agreement to be performed by the Company hereunder. The Company will pay all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by MBE in connection with or arising from any such claim, suit, action or proceeding attributable to any such claim. (b) Indemnification by MBE. MBE, at its own expense, will indemnify, defend ---------------------- and hold harmless the Company, and its employees, representatives and agents, against any claim, suit, action, or other proceeding brought against the Company or such party, to the extent that such claim, suit, action or other proceeding is based on or arises from: (i) any misrepresentation or breach of representation or warranty of MBE contained herein; or (ii) any breach of any covenant or agreement to be performed by MBE hereunder. MBE will pay all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by the Company in connection with or arising from any such claim, suit, action or proceeding attributable to any such claim. (c) Procedures. Each party's obligation to indemnify the other hereunder ---------- shall be conditioned upon (i) the indemnified party providing the indemnifying party with prompt notice of any claim that could lead to a claim for indemnification, (ii) the indemnified party permitting the indemnifying party to assume and control the defense of such action, with counsel chosen by the indemnifying party (who shall be reasonably acceptable to the indemnified party) and (iii) the indemnified party not entering into any settlement or compromise of any such claim without the indemnifying party's prior written consent, which shall not be unreasonably withheld or delayed. -16- 14.