15.ProcessEnsogo must notify Mercha

15.Process
Ensogo must notify Merchant promptly in writing of any claim for indemnification here under, and provide, at Merchant's expense (to the extent of out-of-pocket expenses only), all reasonably necessary assistance, information and authority to allow Merchant to control the defense and settlement of such claim, provided that the failure of Ensogo to promptly inform Merchant of any claim shall not excuse Merchant of its obligations under this Section except to the extent such failure materially prejudices Merchant. Notwithstanding the foregoing, Merchant shall not enter into any settlement of the defense of such action, other than it respect to the payment of monies, without Ensogo's prior written consent, which consent shall not be unreasonably withheld or delayed. Ensogo may participate at its expense in the defense and/or settlement of any such action with counsel of its choosing and at its sole expense.