hold harmless the other Party, its directors, officers, employees and agents with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees, to the extent that it is based upon a claim that: (i) if true, would constitute a breach of any of the indemnifying Party's representations, warranties, or agreements hereunder; or (ii) arises out of the gross negligence or willful misconduct of the indemnifying Party. In claiming any indemnification hereunder, the Party claiming indemnification (the "Claimant") shall provide the other Party with written notice of any claim which the Claimant believes calls for indemnification under this Agreement. The Claimant may, at its own expense, assist in the defense if it so chooses, provided that the other party shall control such defense and all negotiations relative to the settlement of any such claim and further provided that any settlement intended to bind the Claimant shall not be final without the Claimant's written consent.10. Insurance10.1 Purchase and MaintenanceThroughout the Term, West shall procure and maintain at its own expense insurance naming Brown as an additional insured and an additional loss payee, which insurance must be satisfactory to Brown, of the following types and in the following amounts:_____________________;_____________________;_____________________; and_____________________;10.2 Insurance DocumentationAll insurance to be maintained by West under this Article 10 shall be with companies licensed to do business in the State of _______ and acceptable to Brown. West shall furnish to Brown certificates of insurance or other appropriate documentation (including evidence of renewal of insurance) evidencing all coverage referenced in this Article 10. Such certificates or other documentation will include a provision whereby _________ (_____) days' notice must be received by Brown prior to cancellation or material alteration of the coverage ...
