The indemnifcation specified in clause 14.1 is contingent upon:
14.3.1 The indemnified Party promptly notifying the other in writing of a claim; and
14.3.2 The indemnifying Party being given the possibility to cooperate with the indemnified Party in the defence and settlement of the claim;
14.3.3 The indemnified Party permitting the indemnifying Party to control fully the defense and any settlement of such claim as long as such settlement shall not include a financial obligation on the indemnified Party;
14.3.4 The indemnified Party providing the indemnifying Party with all reasonable information and assistance to settle or defend the claim; and
14.3.5 The indemnified Party cooperating fully in the defence of such claim and being given the opportunity to appear through counsel reasonably acceptable to the indemnifying Party.