Common use of Indemnification Procedures Clause in Contracts

Indemnification Procedures. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such indemnifying party of the commencement of the action. The failure of any indemnified party to give notice shall not relieve the indemnifying party of its obligations in this Article V, except to the extent that the indemnifying party is actually prejudiced by the failure to give notice. If any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, of a release from all liability in respect of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified party.

Indemnification Procedures. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred Any person entitled to in Section 5.1 and Section 5.2 hereof, the indemnified party will, if a claim in respect thereof is to be made or may be made against an indemnifying party, indemnification herein shall (a) give prompt written notice to such indemnifying party of the commencement of the action. The failure of any indemnified party to give notice shall not relieve the indemnifying party of its obligations in this Article V, except any claim with respect to the extent which it seeks indemnification (provided that the indemnifying party is actually prejudiced by the failure to give notice. If prompt notice shall not impair any person’s right to indemnification hereunder to the extent such action is brought against an failure has not materially prejudiced the indemnifying party) and (b) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, the permit such indemnifying party will be entitled to participate in and to assume the defense of the action such claim with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to . If such indemnified party of its election to assume defense of the actionis assumed, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not to be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party will shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (iand such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff, plaintiff to the such indemnified party, party of a release from all liability in respect of to such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partylitigation.

Indemnification Procedures. Promptly after receipt by an indemnified party of notice of Developer shall promptly assume full and complete responsibility for the commencement investigation, defense, compromise and settlement of any claim, suit or action involving a claim referred arising out of or relating to in Section 5.1 and Section 5.2 hereof, the indemnified party will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give matters following written notice to thereof from the City or RDA, which notice shall be given by the City or RDA within ten (10) days of their knowledge of such indemnifying party of the commencement of the claim, suit or action. The failure of any indemnified party Failure to give provide such timely notice shall not relieve eliminate Developer’s indemnification obligations to the indemnifying party of its obligations in this Article VCity and RDA unless, except and only to the extent that to which, such failure has substantially prejudiced Developer. Notwithstanding the indemnifying party is actually prejudiced by the failure to give notice. If any such action is brought against an indemnified partyforegoing, in its sole discretion and at its expense, the indemnifying party will be City and RDA may participate in or defend or prosecute, through their own counsel(s), any claim suit or action for which either of them is entitled to participate in and to assume indemnification by Developer; provided, however, that if the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal City or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized RDA is advised in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such its legal counsel that there may be one is a conflict between the positions of Developer and City or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (RDA, as appropriate, in which case the indemnifying party shall not have the right to assume conducting the defense of such action or proceeding on behalf that there are legal defenses available to the City or RDA different from or in addition to those available to Developer, then counsel for the City or RDA, at Developer’s expense, shall be entitled to conduct the defense only to the extent necessary to protect the interests of the indemnified party), it being understood, however, that City or RDA. Developer shall not enter into any compromise or settlement without the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out prior written consent of the same City or RDA, as appropriate, which consent shall not be unreasonably withheld. The absence of a complete and general allegations release of all claims against the City or circumstancesRDA shall be reasonable grounds for the City or RDA to refuse to provide written consent to a compromise or settlement. If Developer does not assume the defense of such claim, be liable suit or action, Developer shall reimburse the City and RDA for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessarycounsel(s) retained by the City and by RDA, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed bound by the indemnifying partyresults obtained by the City and RDA; provided, the indemnifying party will however, that no such claim, suit or action shall be settled without Developer’s prior written consent, which consent shall not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will The absence of a complete and general release of all claims against Developer shall be reasonable grounds for Developer to refuse to provide written consent to entry of any judgment a compromise or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, of a release from all liability in respect of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partysettlement.

Indemnification Procedures. Promptly after receipt (a) A claim for indemnification for any matter not involving a third party claim may be asserted by an notice to the party from whom indemnification is sought; provided that failure to so notify the indemnifying party shall not preclude the indemnified party of from any indemnification which it may claim in accordance with this ARTICLE 6. (b) If any indemnified party receives notice of the assertion or commencement of any action involving made or brought by any Person who is not a claim referred party to in Section 5.1 and Section 5.2 hereofthis Agreement or an Affiliate of a party to this Agreement or a representative of the foregoing (a “Third Party Claim”) against such indemnified party with respect to which the indemnifying party is obligated to provide indemnification under this Agreement, the indemnified party will, if a claim in respect thereof is to be made or may be made against an shall give the indemnifying party, give party reasonably prompt written notice to thereof, but in any event not later than 30 calendar days after receipt of such indemnifying party notice of the commencement of the actionsuch Third Party Claim. The failure of any indemnified party to give such prompt written notice shall not not, however, relieve the indemnifying party of its obligations in this Article Vindemnification obligations, except and only to the extent that the indemnifying party is actually prejudiced forfeits rights or defenses by reason of such failure. The indemnifying party shall have the failure right to give notice. If any such action is brought against an participate in, or by giving written notice to the indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of any Third Party Claim at the action with counsel reasonably satisfactory indemnifying party’s expense and by the indemnifying party’s own counsel, and the indemnified party shall cooperate in good faith in such defense; provided, that if the indemnifying party is the Contributor, such indemnifying party shall not have the right to defend or direct the defense of any such Third Party Claim that seeks an injunction or other equitable relief against the indemnified party, and after notice from . In the event that the indemnifying party to such indemnified party of its election to assume assumes the defense of any Third Party Claim, subject to Section 6.3(c), it shall have the actionright to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the indemnifying party will not be liable to such name and on behalf of the indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigationparty. An The indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense of any Third Party Claim with counsel selected by it subject to the indemnifying party’s right to control the defense thereof, but the . The fees and expenses disbursements of such counsel shall be at such the expense of the indemnified party’s expense unless (i) , provided, that if in the employment reasonable opinion of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty party, (30A) days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more are legal defenses available to the an indemnified party that are different from or additional to those available to the indemnifying party; or (B) there exists a conflict of interest between the indemnifying party (in which case and the indemnified party that cannot be waived, the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition counsel to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent each jurisdiction for which the indemnified partiesparty determines counsel is required. If the indemnifying party elects not to compromise or defend such Third Party Claim, fails to promptly notify the indemnified party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the indemnified party may, subject to Section 6.3(c), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. (c) for Notwithstanding any other provision of this Agreement, the indemnifying party shall not enter into settlement of any Third Party Claim without the prior written consent of the indemnified party, except as provided in this Section 6.3(c). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the indemnified party and that provides, in customary form, for the unconditional release of each indemnified party from all liabilities and obligations in connection with such fees Third Party Claim and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying partyparty desires to accept and agree to such offer, the indemnifying party will not be subject shall give written notice to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, that effect to the indemnified party, of a release from all liability in respect . If the indemnified party fails to consent to such firm offer within ten (10) days after its receipt of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on notice, the indemnified partyparty may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the indemnifying party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the indemnified party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the indemnifying party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the indemnified party has assumed the defense pursuant to Section 6.3(b), it shall not agree to any settlement without the written consent of the indemnifying party (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Promptly Each Party entitled to indemnification under this Section 2.9 shall give notice to the Party required to provide indemnification, as promptly as reasonably practicable, after receipt by an such indemnified party of notice of the commencement of any action involving Party has actual knowledge that a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party will, if a claim in respect thereof is to be made or against the indemnified Party as to which indemnity may be made against an sought, and shall permit the indemnifying partyParty to assume the defense of such claim or litigation resulting therefrom and any related settlement and settlement negotiations, give written notice subject to the limitations on settlement set forth below; provided, that counsel for the indemnifying Party, who shall conduct the defense of such indemnifying party of claim or any litigation resulting therefrom, shall be approved by the commencement of indemnified Party (whose approval shall not unreasonably be withheld, conditioned or delayed), and the action. The indemnified Party may participate in such defense at such Party’s expense; and provided, further, that the failure of any indemnified party Party to give notice as provided in this Agreement shall not relieve the indemnifying party Party of its obligations in under this Article VSection 2.9, except to the extent that the indemnifying party Party is actually prejudiced by the such failure to give notice. If any such action is brought against Notwithstanding the foregoing, an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party Party shall have the right to employ retain separate counsel in any action or proceeding and participate in counsel, with the defense thereof, but the reasonable fees and expenses of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing being paid by the indemnifying partyParty, which authorization shall not be unreasonably withheld, (ii) if representation of such indemnified Party by the counsel retained by the indemnifying Party would be inappropriate due to actual or potential differing interests between such indemnified Party and any other party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised represented by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to if the indemnifying party (in which case the indemnifying party shall not have the right Party has failed to assume the defense of such action action. No indemnified Party shall enter into any settlement of any litigation commenced or proceeding on behalf threatened with respect to which indemnification is or may be sought without the prior written consent of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one Party (such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld, conditioned or delayed). No indemnifying party will Party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified Party, consent to entry of any judgment or enter into any settlement which (i) that does not include as an unconditional term thereof the giving by the claimant or plaintiffplaintiff to such indemnified Party of a release, reasonably satisfactory to the indemnified partyParty, of a release from all liability in respect to such claim or litigation. Each indemnified Party shall furnish such information regarding itself or the claim in question as an indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim or and litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partyresulting therefrom.

Indemnification Procedures. Promptly after After receipt by an a party entitled to indemnification ("indemnified party party") under this Article VIII of notice of the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party willaction, if a claim in respect thereof is to be made or may be made by the indemnified party against an any person obligated to provide indemnification under this Article VIII ("indemnifying party"), give written notice to such indemnified party will notify the indemnifying party in writing of the commencement of thereof as soon as practicable thereafter, provided that the action. The failure of any indemnified party omission to give notice shall not relieve so notify the indemnifying party of its obligations in will not relieve it from any liability under this Article VVIII, except to the extent that the omission results in a failure of actual notice to the indemnifying party and such indemnifying party is actually prejudiced by damaged solely as a result of the failure to give such notice. If any such action is brought against an The indemnifying party, upon the request of the indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with shall retain counsel reasonably satisfactory to the indemnified party, party to represent the indemnified party and after notice from any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such indemnified party of its election to assume defense of the actionproceeding. In any such proceeding, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate retain its own counsel in any action or proceeding and to participate in the defense thereofof such proceeding, but the fees and expenses of such counsel shall be at the expense of such indemnified party’s expense party unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by mutually agreed to the retention of such counsel that there may be one or more legal defenses available (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party that are different from and representation of both parties by the same counsel would be inappropriate due to actual or additional to those available to the indemnifying party (in which case the potential differing interests between them. The indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses any settlement of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for any proceeding effected without its written consent but if settled with such consent or if there be a final judgment against the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, entitled to the indemnified party, benefits of a release from all liability the indemnification contained in respect this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partythis Agreement.

Indemnification Procedures. Promptly after After receipt by an a party entitled to indemnification (“indemnified party party”) under this Article IX of notice of the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party willaction, if a claim in respect thereof is to be made or may be made by the indemnified party against an any person obligated to provide indemnification under this Article IX (“indemnifying party”), give written notice to such indemnified party will notify the indemnifying party in writing of the commencement of thereof as soon as practicable thereafter, provided that the action. The failure of any indemnified party omission to give notice shall not relieve so notify the indemnifying party of its obligations in will not relieve it from any liability under this Article VIX, except to the extent that the omission results in a failure of actual notice to the indemnifying party and such indemnifying party is actually prejudiced by damaged solely as a result of the failure to give such notice. If any such action is brought against an The indemnifying party, upon the request of the indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with shall retain counsel reasonably satisfactory to the indemnified party, party to represent the indemnified party and after notice from any others the indemnifying party may designate in such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such indemnified party of its election to assume defense of the actionproceeding. In any such proceeding, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereofretain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party’s expense party unless (ia) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by mutually agreed to the retention of such counsel that there may be one or more legal defenses available (b) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party that are different from and representation of both parties by the same counsel would be inappropriate due to actual or additional to those available to the indemnifying party (in which case the potential differing interests between them. The indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses any settlement of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying partyplaintiff, the indemnifying party will not agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, entitled to the indemnified party, benefits of a release from all liability the indemnification contained in respect this Article IX. The indemnification provisions contained in this Article IX shall survive any termination of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partythis Agreement.

Indemnification Procedures. Promptly after After receipt by an a party entitled to indemnification ("indemnified party party") under this Article IX of notice of the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party willaction, if a claim in respect thereof is to be made or may be made by the indemnified party against an any person obligated to provide indemnification under this Article IX ("indemnifying party"), give written notice to such indemnified party will notify the indemnifying party in writing of the commencement of thereof as soon as practicable thereafter, provided that the action. The failure of any indemnified omission to so notify the indemnifying party to give notice shall will not relieve the indemnifying party of its obligations in from any liability under this Article VIX, except to the extent that the omission results in a failure of actual notice to the indemnifying party and such indemnifying party is actually prejudiced by damaged solely as a result of the failure to give such notice. If any such action is brought against an The indemnifying party, upon the request of the indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with shall retain counsel reasonably satisfactory to the indemnified party, party to represent the indemnified party and after notice from any others the indemnifying party may designate in such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such indemnified party of its election to assume defense of the actionproceeding. In any such proceeding, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereofretain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party’s expense unless party unless: (ia) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by mutually agreed to the retention of such counsel that there may be one counsel, or more legal defenses available (b) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party that are different from and representation of both parties by the same counsel would be inappropriate due to actual or additional to those available to the indemnifying party (in which case the potential differing interests between them. The indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses any settlement of more than one separate firm of attorneys (in addition to all local counsel which is necessaryany proceeding effected without its written consent, in the good faith opinion of both counsel but if settled with such consent or if there be a final judgment for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying partyplaintiff, the indemnifying party will not agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, entitled to the indemnified party, benefits of a release from all liability the indemnification contained in respect this Article IX. The indemnification provisions contained in this Article IX shall survive any termination of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partythis Agreement.

Indemnification Procedures. Promptly after After receipt by an a party entitled to indemnification ("indemnified party party") under this Article VIII of notice of the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party willaction, if a claim in respect thereof is to be made or may be made against an any person obligated to provide indemnification under this Article VIII ("indemnifying party"), give written notice to such indemnified party will notify the indemnifying party in writing of the commencement of thereof as soon as practicable thereafter, provided that the action. The failure of any indemnified party omission to give notice shall not relieve so notify the indemnifying party of its obligations in will not relieve it from any liability under this Article VVIII, except to the extent that the omission results in a failure of actual notice to the indemnifying party and such indemnifying party is actually prejudiced by damaged solely as a result of the failure to give such notice. If any such action is brought against an The indemnifying party, upon the request of the indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with shall retain counsel reasonably satisfactory to the indemnified party, party to represent the indemnified party and after notice from any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such indemnified party of its election to assume defense of the actionproceeding. In any such proceeding, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereofretain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party’s expense party unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by mutually agreed to the retention of such counsel that there may be one or more legal defenses available (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party that are different from and representation of both parties by the same counsel would be inappropriate due to actual or additional to those available to the indemnifying party (in which case the potential differing interests between them. The indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses any settlement of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying partyplaintiff, the indemnifying party will not agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, entitled to the indemnified party, benefits of a release from all liability the indemnification contained in respect this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partythis Agreement.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Article V of notice of the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereof(including any governmental action), the such indemnified party will, if a claim in respect thereof is to be made or against any indemnifying party under this Article V, deliver to the indemnifying party a written notice of the commencement of such action and the indemnifying party will have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be made against an represented without conflict by one counsel) will have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, give if representation of the indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between the indemnified party and any other party represented by such counsel in the same proceeding. If the indemnifying party shall fail to defend the action, or conducts a defense which is not reasonably adequate in light of the circumstances, the indemnified party may conduct its own defense and shall be entitled to reimbursement for the costs of such defense. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the commencement of the action. The failure of any indemnified party to give notice shall not relieve the indemnifying party of its obligations in under this Article VAgreement, except to the extent that the indemnifying party is actually materially prejudiced by the failure such failure. The omission so to give notice. If any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after deliver written notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall does not relieve it of any liability that it may have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld)otherwise than under this Agreement. No indemnifying party under this Agreement will consent to entry of any judgment or enter into any settlement or consent to any entry of judgment without the indemnified party's written consent which (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff, plaintiff to the indemnified party, party of a release from all liability in respect of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partylitigation.

Indemnification Procedures. Promptly after After receipt by an a party entitled to indemnification ("indemnified party party") under this Article IX of notice of the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party willaction, if a claim in respect thereof is to be made or may be made by the indemnified party against an any person obligated to provide indemnification under this Article IX ("indemnifying party"), give written notice to such indemnified party will notify the indemnifying party in writing of the commencement of thereof as soon as practicable thereafter, provided that the action. The failure of any indemnified party omission to give notice shall not relieve so notify the indemnifying party of its obligations in will not relieve it from any liability under this Article VIX, except to the extent that the omission results in a failure of actual notice to the indemnifying party and such indemnifying party is actually prejudiced by damaged solely as a result of the failure to give such notice. If any such action is brought against an The indemnifying party, upon the request of the indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with shall retain counsel reasonably satisfactory to the indemnified party, party to represent the indemnified party and after notice from any others the indemnifying party may designate in such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such indemnified party of its election to assume defense of the actionproceeding. In any such proceeding, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereofretain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party’s expense party unless (ia) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by mutually agreed to the retention of such counsel that there may be one or more legal defenses available (b) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party that are different from and representation of both parties by the same counsel would be inappropriate due to actual or additional to those available to the indemnifying party (in which case the potential differing interests between them. The indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses any settlement of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying partyplaintiff, the indemnifying party will not agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, entitled to the indemnified party, benefits of a release from all liability the indemnification contained in respect this Article IX. The indemnification provisions contained in this Article IX shall survive any termination of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partythis Agreement.

Indemnification Procedures. Promptly after After receipt by an a party entitled to indemnification (“indemnified party party”) under this Article IX of notice of the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party willaction, if a claim in respect thereof is to be made or may be made by the indemnified party against an any person obligated to provide indemnification under this Article IX (“indemnifying party”), give written notice to such indemnified party will notify the indemnifying party in writing of the commencement of thereof as soon as practicable thereafter, provided that the action. The failure of any indemnified party omission to give notice shall not relieve so notify the indemnifying party of its obligations in will not relieve it from any liability under this Article VIX, except to the extent that the omission results in a failure of actual notice to the indemnifying party and such indemnifying party is actually prejudiced by damaged solely as a result of the failure to give such notice. If any such action is brought against an The indemnifying party, upon the request of the indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with shall retain counsel reasonably satisfactory to the indemnified party, party to represent the indemnified party and after notice from any others the indemnifying party may designate in such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such indemnified party of its election to assume defense of the actionproceeding. In any such proceeding, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereofretain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party’s expense party unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by mutually agreed to the retention of such counsel that there may be one or more legal defenses available (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party that are different from and representation of both parties by the same counsel would be inappropriate due to actual or additional to those available to the indemnifying party (in which case the potential differing interests between them. The indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses any settlement of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying partyplaintiff, the indemnifying party will not agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, entitled to the indemnified party, benefits of a release from all liability the indemnification contained in respect this Article IX. The indemnification provisions contained in this Article IX shall survive any termination of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partythis Agreement.

Indemnification Procedures. Promptly after receipt (a) The rights and obligations of each party claiming a right to indemnification hereunder (“Indemnitee”) from the other party (“Indemnitor”) shall be governed by an indemnified party of notice of the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party will, if a claim in respect thereof is to be made or may be made against an indemnifying party, following rules: (i) The Indemnitee shall give prompt written notice to such indemnifying party of the commencement of the action. The failure Indemnitor of any indemnified party state of facts which Indemnitee determines will give rise to a claim by the Indemnitee against the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall not relieve affect the indemnifying party indemnification obligations of its obligations in this Article VIndemnitor hereunder, except to the extent that such failure materially prejudices such Indemnitor’s ability successfully to defend the indemnifying party is actually prejudiced by matter giving rise to the failure to give notice. If indemnification claim. (ii) In the event any such action action, suit or proceeding is brought against an indemnified partythe Indemnitee, with respect to which the indemnifying party Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will be entitled to participate in and to assume prosecute the defense of the action claim under such indemnity agreements and confirming that the claim is one with counsel reasonably satisfactory respect to which the indemnified partyIndemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claim, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the indemnifying party will not Indemnitee shall deem appropriate) may be liable to such indemnified party for any legal or other expenses incurred defended by the latter Indemnitor. However, in connection with the action’s event the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlement, the Indemnitee may assume the defense other than reasonable costs and dispose of investigationthe claim, after 30 days prior written notice to the Indemnitor. An indemnified party The Indemnitee shall have the right to employ separate its own counsel in any action or proceeding and participate in the defense thereofsuch case, but the fees and expenses of such counsel shall be at such indemnified partythe Indemnitee’s own expense unless (iA) the employment of such counsel has and the payment of such fees and expenses both shall have been specifically authorized in writing by the indemnifying partyIndemnitor in connection with the defense of such action, which authorization shall not be unreasonably withheld, suit or proceeding or (iiB) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party Indemnitee shall have been advised by such counsel reasonably concluded and specifically notified the Indemnitor that there may be one or more legal specific defenses available to the indemnified party that it which are different from or additional to those available to the indemnifying party Indemnitor. (iii) In addition, in which case any event specified in clause (B) of the indemnifying party second sentence of subparagraph (ii) above, the Indemnitor, to the extent made necessary by such different or additional defenses, shall not have the right to assume direct the defense of such action action, suit or proceeding on behalf of the indemnified party)Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it being understoodis represented by counsel. The Indemnitor shall, howeverat the Indemnitor’s expense, that make available to the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out Indemnitee and its attorneys and accountants all books and records of the same general allegations Indemnitor relating to such proceedings or circumstanceslitigation, be liable for and the reasonable fees and expenses parties hereto agree to render to each other such assistance as they may reasonably require of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party each other in order to adequately represent ensure the indemnified partiesproper and adequate defense of any such action, suit or proceeding. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for the indemnified party and all losses, there is no finding or admission of violation of law by, or effect on any other claims that all such fees and expenses shall may be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying partymade against, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term Indemnitee and the giving by the claimant or plaintiff, to the indemnified party, of a release from all liability relief granted in respect of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations connection therewith requires no action on the indemnified partypart of and has no effect on the Indemnitee.

Indemnification Procedures. Promptly after AFTER receipt by an a party entitled to indemnification ("indemnified party party") under this Article VIII of notice of the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party willaction, if a claim in respect thereof is to be made or may be made by the indemnified party against an any person obligated to provide indemnification under this Article VIII ("indemnifying party"), give written notice to such indemnified party will notify the indemnifying party in writing of the commencement of thereof as soon as practicable thereafter, provided that the action. The failure of any indemnified party omission to give notice shall not relieve so notify the indemnifying party of its obligations in will not relieve it from any liability under this Article VVIH, except to the extent that the omission results in a failure of actual notice to the indemnifying party and such indemnifying party is actually prejudiced by damaged solely as a result of the failure to give such notice. If any such action is brought against an indemnified The indemnifying party, upon the indemnifying party will be entitled to participate in and to assume the defense request of the action with indemnified party shall retain counsel reasonably satisfactory to the indemnified party, party to represent the indemnified party and after notice from any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such indemnified party of its election to assume defense of the actionproceeding. In any such proceeding, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereofretain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party’s expense party unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by mutually agreed to the retention of such counsel that there may be one or more legal defenses available (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party that are different from and representation of both parties by the same counsel would be inappropriate due to actual or additional to those available to the indemnifying party (in which case the potential differing interests between them. The indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses any settlement of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying partyplaintiff, the indemnifying party will not agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, entitled to the indemnified party, benefits of a release from all liability the indemnification contained in respect this Article VIH. The indemnification provisions contained in this Article VIII shall survive any termination of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partythis Agreement.

Indemnification Procedures. Promptly after After receipt by an a party entitled to indemnification ("indemnified party party") under this Article VIII of notice of the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party willaction, if a claim in respect thereof is to be made or may be made by the indemnified party against an any person obligated to provide indemnification under this Article VIII ("indemnifying party"), give written notice to such indemnified party will notify the indemnifying party in writing of the commencement of thereof as soon as practicable thereafter, provided that the action. The failure of any indemnified party omission to give notice shall not relieve so notify the indemnifying party of its obligations in will not relieve it from any liability under this Article VVIII, except to the extent that the omission results in a failure of actual notice to the indemnifying party and such indemnifying party is actually prejudiced by damaged solely as a result of the failure to give such notice. If any such action is brought against an The indemnifying party, upon the request of the indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with shall retain counsel reasonably satisfactory to the indemnified party, party to represent the indemnified party and after notice from any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such indemnified party of its election to assume defense of the actionproceeding. In any such proceeding, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate retain its own counsel in any action or proceeding and to participate in the defense thereofof such proceeding, but the fees and expenses of such counsel shall be at the expense of such indemnified party’s expense party unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by mutually agreed to the retention of such counsel that there may be one or more legal defenses available (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party that are different from and representation of both parties by the same counsel would be inappropriate due to actual or additional to those available to the indemnifying party (in which case the potential differing interests between them. The indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses any settlement of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for any proceeding effected without its written consent but if settled with such consent or if there be a final judgment against the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject agrees to indemnify the indemnified party from and against any loss or liability for any by reason of such settlement made without its consent (not to be unreasonably withheld)or judgment. No indemnifying party will consent to entry The amount of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving indemnification due a Company by the claimant Adviser or plaintiffthe Distributor that is not satisfied by the Adviser or Distributor, respectively, shall be satisfied by making adjustments to one or more of the reinsurance treaties that exist between thatCompany and M Life Insurance Company. The manner in which such adjustments are made shall be reasonably agreed to by that Company and M Life Insurance Company. A successor by law of the parties to this Agreement shall be entitled to the indemnified party, benefits of a release from all liability the indemnification contained in respect this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partythis Agreement.

Indemnification Procedures. Promptly after After receipt by an a party entitled -------------------------- to indemnification ("indemnified party party") under this Article VIII of notice of the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party willaction, if a claim in respect thereof is to be made or may be made by the indemnified party against an any person obligated to provide indemnification under this Article VIII ("indemnifying party"), give written notice to such indemnified party will notify the indemnifying party in writing of the commencement of thereof as soon as practicable thereafter, provided that the action. The failure of any indemnified party omission to give notice shall not relieve so notify the indemnifying party of its obligations in will not relieve it from any liability under this Article VVIII, except to the extent that the omission results in a failure of actual notice to the indemnifying party and such indemnifying party is actually prejudiced by damaged solely as a result of the failure to give such notice. If any such action is brought against an The indemnifying party, upon the request of the indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with shall retain counsel reasonably satisfactory to the indemnified party, party to represent the indemnified party and after notice from any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such indemnified party of its election to assume defense of the actionproceeding. In any such proceeding, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate retain its own counsel in any action or proceeding and to participate in the defense thereofof such proceeding, but the fees and expenses of such counsel shall be at the expense of such indemnified party’s expense party unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by mutually agreed to the retention of such counsel that there may be one or more legal defenses available (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party that are different from and representation of both parties by the same counsel would be inappropriate due to actual or additional to those available to the indemnifying party (in which case the potential differing interests between them. The indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses any settlement of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for any proceeding effected without its written consent but if settled with such consent or if there be a final judgment against the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject agrees to indemnify the indemnified party from and against any loss or liability for any by reason of such settlement made without its consent (not to be unreasonably withheld)or judgment. No indemnifying party will consent to entry The amount of any judgment or enter into any settlement which (i) does not include as an unconditional term indemnification due the giving Company by the claimant Adviser that is not satisfied by the Adviser shall be satisfied by making adjustments to one or plaintiff, more of the reinsurance treaties that exist between Pacific Mutual Life Insurance Company and M Life Insurance Company. The manner in which such adjustments are made shall be reasonably agreed to by Pacific Mutual Life Insurance Company and M Life Insurance Company. A successor by law of the parties to this Agreement shall be entitled to the indemnified party, benefits of a release from all liability the indemnification contained in respect this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partythis Agreement.

Indemnification Procedures. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in Section 5.1 3.4(a) and Section 5.2 hereof3.4(b), the indemnified party will, if a resulting claim in respect thereof is to be made or may be made against an and indemnifying party, give written notice to such the indemnifying party of the commencement of the action. The failure of any indemnified party to give notice shall not relieve the indemnifying party of its obligations in this Article VSection 3.4, except to the extent that the indemnifying party is actually prejudiced by the failure to give notice. If any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigationdefense. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (ia) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) 30 days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld)consent. No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, of a release from all liability in respect of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified party.

Indemnification Procedures. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereofthe preceding Sections of this Article V, the indemnified party will, if a resulting claim in respect thereof is to be made or may be made against an any indemnifying party, give written notice to such the indemnifying party of the commencement of the action. The failure of any indemnified party to give notice shall not relieve the indemnifying party of its obligations in this Article V, except to the extent that the indemnifying party is actually prejudiced by the failure to give notice. If any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigationdefense. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (ia) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) 30 days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent will not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, of a release from all liability in respect of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified party.

Indemnification Procedures. Promptly after receipt by In case any proceeding (including any -------------------------- governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to either paragraph (a) or (b) above, such Person (the "indemnified party") shall promptly notify the Person against whom such indemnity may be sought (the "indemnifying party") in writing and the indemnifying party shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceedings and shall pay the fees and disbursements of such counsel relating to such proceeding. The failure or delay of an indemnified party of notice of to notify the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such indemnifying party of the commencement of the action. The failure of any indemnified party with respect to give notice a particular proceeding shall not relieve the indemnifying party of its obligations in from any obligation or liability which it may have pursuant to this Article V, except to the extent that Agreement if the indemnifying party is actually not prejudiced by the such failure to give noticeor delay. If In any such action is brought against an indemnified partyproceeding, the indemnifying party will be entitled to participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereofretain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party’s expense unless . The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent. No indemnifying party shall, without the prior written consent of any indemnified party (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization consent shall not be unreasonably withheld), (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the effect any settlement of any pending or threatened proceeding in respect of which such indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified is a party and the indemnifying party and the indemnified party shall indemnity could have been advised sought hereunder by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, unless such settlement includes an unconditional release of a release such indemnified party from all liability in respect on all claims that are the subject matter of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partyproceeding.

Indemnification Procedures. Promptly after After receipt by an a party entitled to indemnification (‘!indemnified party party”) under this Article IX of notice of the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party willaction, if a claim in respect thereof is to be made or may be made by the indemnified party against an any person obligated to provide indemnification under this Article IX (“indemnifying party”), give written notice to such indemnified party will notify the indemnifying party in writing of the commencement of thereof as soon as practicable thereafter, provided that the action. The failure of any indemnified party omission to give notice shall not relieve so notify the indemnifying party of its obligations in will not relieve it from any liability under this Article VIX, except to the extent that the omission results in a failure of actual notice to the indemnifying party and such indemnifying party is actually prejudiced by damaged solely as a result of the failure to give such notice. If any such action is brought against an The indemnifying party, upon the request of the indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with shall retain counsel reasonably satisfactory to the indemnified party, party to represent the indemnified party and after notice from any others the indemnifying party may designate in such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such indemnified party of its election to assume defense of the actionproceeding. In any such proceeding, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereofretain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party’s expense party unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by mutually agreed to the retention of such counsel that there may be one or more legal defenses available (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party that are different from and representation of both parties by the same counsel would be inappropriate due to actual or additional to those available to the indemnifying party (in which case the potential differing interests between them. The indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses any settlement of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying partyplaintiff, the indemnifying party will not agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, entitled to the indemnified party, benefits of a release from all liability the indemnification contained in respect this Article IX. The indemnification provisions contained in this Article IX shall survive any termination of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partythis Agreement.

Indemnification Procedures. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereofthe preceding Sections of this ARTICLE V, the indemnified party will, if a resulting claim in respect thereof is to be made or may be made against an and indemnifying party, give written notice to such the indemnifying party of the commencement of the action. The failure of any indemnified party to give notice shall not relieve the indemnifying party of its obligations in this Article ARTICLE V, except to the extent that the indemnifying party is actually prejudiced by the failure to give notice. If any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigationdefense. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (ia) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (iib) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) 20 days after notice of any such action or proceeding, or (iiic) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld)consent. No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, of a release from all liability in respect of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partyparty (in each case other than customary confidentiality obligations).

Indemnification Procedures. Promptly (a) In the event of any Action (whether asserted or commenced prior to or after receipt the Effective Time) as to which indemnification will be sought pursuant to Section 14.1, 14.2 or 14.3, the indemnifying party shall be entitled to participate in and, to the extent that it may wish, to assume the defense thereof with counsel selected by the indemnifying party and reasonably acceptable to the indemnified Person; provided that the indemnified Person shall have the right to participate in those proceedings and to be represented by counsel of its own choosing at the indemnified Person's sole cost and expense; provided, however, that, if any indemnified Person (or group of indemnified Persons) reasonably believes that, as a result of an actual or potential conflict of interest, it is advisable for such indemnified Person (or group of indemnified Persons) to be represented by separate counsel or if the indemnifying party shall fail to assume responsibility for such defense, such indemnified Person (or group of notice indemnified Persons) will act in good faith with respect to such Action and may retain counsel satisfactory to such indemnified Person (or group of indemnified Persons) who will represent such indemnified Person or Persons, and the indemnifying party shall pay all reasonable fees and expenses of such counsel promptly as statements therefor are received. The indemnified Persons and the indemnifying party shall use their respective best efforts to assist in the vigorous defense of any such matter. The indemnifying party shall not be liable for any settlement effected without its written consent, which consent shall not be unreasonably withheld. The indemnifying party may settle or compromise the Action without the prior written consent of the commencement indemnified Person so long as any settlement or compromise of the Action includes an unconditional release of the indemnified Person from all claims that are the subject of that Action, provided, however, that the indemnifying party may not agree to any such settlement or compromise that includes any remedy or relief (other than monetary damages for which the indemnifying party shall be responsible under this Article) applying to or against the indemnified Person, without the prior written consent of the indemnified Person (which consent shall not be unreasonably withheld). Notwithstanding the other provisions of this Article, the indemnifying party shall have no obligation under this Article to any indemnified Person when and if a court of competent jurisdiction shall ultimately determine, in a decision constituting a final determination, that such indemnified Person is not entitled to indemnification hereunder. (b) Any indemnified Person wishing to claim indemnification under this Article, upon learning of any action involving a claim referred such Action, shall promptly notify the indemnifying party thereof in writing and shall deliver to in Section 5.1 the indemnifying party an undertaking to repay any amounts advanced pursuant to this Article when and Section 5.2 hereof, the indemnified party will, if a claim court of competent jurisdiction shall ultimately determine, in respect thereof a decision constituting a final determination, that such indemnified Person is not entitled to be made or may be made against an indemnifying party, give written notice to such indemnifying party of the commencement of the actionindemnification hereunder. The failure of any the indemnified party Person to give notice as provided in this paragraph (b) or paragraph (f) below shall not relieve the indemnifying party of its obligations in under this Article VArticle, except to the extent that the indemnifying party is actually prejudiced by the failure to give notice. If any such action is brought against an The indemnified party, Persons may as a group retain only one law firm pursuant to the preceding paragraph (a) to represent them at the expense of the indemnifying party will be entitled with respect to participate any such matter unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more indemnified Persons in and to assume the defense of the action with counsel reasonably satisfactory to which case the indemnified partyPersons may retain, and after notice from at the indemnifying party to such indemnified party expense of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization such number of additional counsel as are reasonably necessary to eliminate all such conflicts. (c) This Article shall survive the Effective Time and the Distribution, is intended to benefit each indemnified Person and their respective successors, heirs, personal representatives and assigns (each of whom shall be entitled to enforce this Article), and shall be binding on all successors and assigns of the indemnifying party. (d) In the event any indemnifying party or any of its successors or assigns (i) consolidates with or merges into any other entity and shall not be unreasonably withheldthe continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers all or substantially all of its assets to any entity, then, and in each such case, proper provision shall be made so that the successors and assigns of the indemnifying party has not assumed assume the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice obligations of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party set forth in this Article. (e) Each of the parties hereto agrees vigorously to defend against any Action in which such party is named as a defendant and that seeks to enjoin, restrain or prohibit the transactions contemplated hereby or seeks damages with respect to such transactions. (f) If any indemnified Person determines that it is or may be entitled to indemnification by any party under this Article 14 (other than in connection with any Action), the indemnified party Person shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available promptly deliver to the indemnifying party a written notice specifying, to the extent reasonably practicable, the basis for the indemnified Person's claim for indemnification and the amount for which the indemnified Person reasonably believes it is entitled to be indemnified. (in which case g) In the event of payment by an indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the any indemnified party), it being understood, however, that the indemnifying party shall not, Person in connection with any one claim, such action or separate but substantially similar or related actions indemnifying party shall be subrogated to and shall stand in the same jurisdiction arising out place of the same general allegations such indemnified Person as to any events, circumstances or circumstances, be liable for the reasonable fees and expenses Persons in respect of more than one separate firm of attorneys (in addition which such indemnified Person may have any right or claim relating to all local counsel which is necessary, in the good faith opinion of both counsel for the such claim. Such indemnified Person shall cooperate with such indemnifying party in a reasonable manner, and counsel for at the indemnified party in order to adequately represent the indemnified parties) for the indemnified party cost and that all expense of such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will in prosecuting any subrogated right or claim. (h) The remedies provided in this Article 14 shall be cumulative and shall not be subject to preclude assertion by any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry indemnified Person of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, of a release from all liability in respect of such claim or litigation or (ii) involves the imposition of equitable remedies other rights or the imposition seeking of any non-financial obligations on the indemnified and all other remedies against any indemnifying party.

Indemnification Procedures. Promptly after receipt by an indemnified party of Any Licensor Indemnified Party entitled to indemnification under this Agreement shall promptly provide the applicable Licensee with notice of the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereof, applicable Claim; provided that the indemnified party will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such indemnifying party failure of the commencement of the action. The failure of any indemnified party Licensor Indemnified Party to give notice undertake such actions shall not relieve the indemnifying party such Licensee of its obligations in this Article Vany obligation it may have to defend or indemnify, except and only to the extent that such Licensee’s ability to fulfill such obligation has been actually and materially prejudiced thereby. The Licensor Indemnified Party shall permit such Licensee to answer and defend the indemnifying party is actually prejudiced by the failure to give noticeClaim. If any such action is brought against an indemnified partyLicensee, within a reasonable time after receipt of such notice, should fail to assume full responsibility for the Claim, the indemnifying party will be entitled Licensor Indemnified Party shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle, the Claim on behalf, for the account, and at the risk of, such Licensee. Such Licensee shall permit the Licensor Indemnified Party to participate in its own defense with its own counsel at its own expense. If the Licensor Indemnified Party elects to participate in its own defense, such Licensee shall agree to consider in good faith the views of the Licensor Indemnified Party and its counsel and to assume keep the defense Licensor Indemnified Party and its counsel reasonably informed of the action with counsel reasonably satisfactory to progress of the indemnified partydefense, and after notice from the indemnifying party litigation, arbitration, or settlement discussions relating to such indemnified party of its election Claims, subject to assume a joint-defense of agreement between the action, Licensor Indemnified Party and such Licensee. Such Licensee shall not settle or compromise any Claims against a Licensor Indemnified Party without the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the actionLicensor Indemnified Party’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless prior written consent (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization consent shall not be unreasonably withheldwithheld or delayed), unless such settlement or compromise: (i) includes an unconditional release of the Licensor Indemnified Party from all liability arising out of such Claims; (ii) the indemnifying party has not assumed the defense is solely monetary in nature; and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties to any such action does not include remedial or proceeding equitable measures or relief (including any impleaded parties) include injunction), a statement as to, or an admission of, fault, culpability or failure to act by or on behalf of, the indemnified party and Licensor Indemnified Party or otherwise materially adversely affect the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party Licensor Indemnified Party. Such Licensee shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability responsible for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, of a release from all liability in respect of Licensor Indemnified Party without such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partyLicensee’s written permission.

Indemnification Procedures. Promptly after receipt by an indemnified party Indemnitee of written notice of the commencement of any action involving or proceeding with respect to which a claim referred for indemnification may be made pursuant to in this Section 5.1 and Section 5.2 hereof3.4, the indemnified party such Indemnitee will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such indemnifying party the latter of the commencement of such action or proceeding; provided that the action. The failure of any indemnified party the Indemnitee to give notice as provided herein shall not relieve the indemnifying party of its obligations in under this Article VSection 3.4, except to the extent that the indemnifying party is actually materially prejudiced by the such failure to give notice. If In case any such action or proceeding is brought against an indemnified partyIndemnitee, the indemnifying party will be entitled to participate in and to assume the defense of thereof (at its expense), jointly with any other indemnifying party similarly notified to the action extent that it may wish, with counsel reasonably satisfactory to the indemnified partysuch Indemnitee, and after notice from the indemnifying party to such indemnified party Indemnitee of its election so to assume the defense of the actionthereof, the indemnifying party will not be liable to such indemnified party Indemnitee for any legal or other expenses subsequently incurred by the latter in connection with the action’s defense thereof other than reasonable costs of investigationinvestigation and shall have no liability for any settlement made by the Indemnitee without the consent of the indemnifying party, such consent not to be unreasonably withheld. An indemnified Notwithstanding the foregoing, if in such Indemnitee’s reasonable judgment a conflict of interest between such Indemnitee and the indemnifying parties may exist in respect of such action or proceeding or the indemnifying party does not assume the defense of any such action or proceeding within a reasonable time after notice of commencement, the Indemnitee shall have the right to employ separate counsel in any action assume or proceeding and participate in the continue its own defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available shall, subject to the indemnified party that are different from or additional to those available to the indemnifying party Section 3.4.4 (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified partyif applicable), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for any reasonable expenses therefor, but in no event will bear the reasonable fees and expenses of for more than one separate firm of attorneys (counsel for all Indemnitees in addition to all local counsel which is necessary, each jurisdiction who shall be approved by the Coordination Committee in the good faith opinion registration in respect of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all which such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense indemnification is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld)sought. No indemnifying party will settle any action or proceeding or consent to the entry of any judgment without the prior written consent of the Indemnitee, unless such settlement or enter into any settlement which judgment (ia) does not include includes as an unconditional term thereof the giving by the claimant or plaintiff, to the indemnified party, plaintiff of a release to such Indemnitee from all liability in respect of such claim action or litigation or proceeding and (iib) involves does not involve the imposition of equitable remedies or the imposition of any non-obligations on such Indemnitee and does not otherwise adversely affect such Indemnitee, other than as a result of the imposition of financial obligations on the for which such Indemnitee will be indemnified partyhereunder.

Indemnification Procedures. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such indemnifying party of the commencement of the action. The failure of any indemnified party to give notice shall not relieve the indemnifying party of its obligations in this Article V, except to the extent that the indemnifying party is actually prejudiced by the failure to give notice. If any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (ia) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, ; (iib) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any such action or proceeding, ; or (iiic) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (ia) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, of a release from all liability in respect of such claim or litigation litigation; or (iib) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified party.

Indemnification Procedures. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in the preceding paragraphs of this Section 5.1 and Section 5.2 hereof2, the such indemnified party willshall, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such the indemnifying party of the commencement of such action; but the action. The failure of any indemnified party omission so to give notice shall not relieve notify the indemnifying party of its obligations in this Article V, except will not relieve it from any liability which it may have to the extent that the indemnified party unless such indemnifying party is actually prejudiced by the failure to give noticesuch omission. If any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action thereof, with counsel reasonably satisfactory to the such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense of the actionthereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense thereof unless (i) in the employment reasonable opinion of such counsel has been specifically authorized in writing by for the indemnification party a conflict of interest exists between the indemnified party and indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnified party reasonably objects to such assumption on the basis that there may be defenses available to it which are different from or in addition to the defenses available to the indemnifying party, (iii) the indemnifying party has not assumed failed to timely assume the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any such action or proceeding, proceeding or (iiiiv) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such its counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall do not have the right to assume actively and vigorously pursue the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a such defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld)consent. No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff, plaintiff to the such indemnified party, party of a release from all liability in respect of such claim or litigation litigation. An indemnifying party who elects not to assume the defense of an action or (ii) involves where a potential conflict of interest or other defenses may be available, shall not be obligated to pay the imposition fees and expenses of equitable remedies or more than one counsel and local counsel where appropriate for all parties indemnified by such indemnifying party with respect to such action, unless in the imposition reasonable judgment of any non-financial obligations on indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such action. Cost and expenses incurred by the indemnified partyparty shall be reimbursed, from time to time, by the Company as and when bills are received or expenses are incurred.

Indemnification Procedures. With respect to third-party claims, the following procedures shall apply: (a) Promptly after receipt by an indemnified party of notice of the commencement or threatened commencement of any civil, criminal, administrative, or investigative action or proceeding involving a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party will, if a claim in respect thereof is of which the indemnitee will seek indemnification pursuant to be made or may be made against an indemnifying partythis Article 9, give written notice the indemnitee will notify the indemnitor of such claim in writing. No failure to such indemnifying party of so notify the commencement of the action. The failure of any indemnified party to give notice shall not indemnitor will relieve the indemnifying party indemnitor of its obligations in under this Article V, Agreement except to the extent that it can demonstrate damages attributable to such failure. Within fifteen (15) calendar days following receipt of written notice from the indemnifying party indemnitee relating to any claim, but no later than ten (10) calendar days before the date on which any response to a complaint or summons is actually prejudiced by the failure to give notice. If any such action is brought against an indemnified partydue, the indemnifying party indemnitor will notify the indemnitee in writing if the indemnitor elects to assume control of the defense and settlement of that claim (a "Notice of Election"). (b) If the indemnitor delivers a Notice of Election relating to any claim within the required notice period, the indemnitor shall be entitled to have sole control over the defense and settlement of such claim; provided that (i) the indemnitee shall be entitled to participate in and to assume the defense of such claim and to employ counsel at its own expense to assist in the action with counsel reasonably satisfactory to the indemnified partyhandling of such claim, and after notice from (ii) the indemnifying party indemnitor shall obtain the prior written approval, not to such indemnified party of its election to assume defense be unreasonably withheld or delayed, of the actionindemnitee before entering into any settlement of such claim or ceasing to defend against such claim. After the indemnitor has delivered a Notice of Election relating to any claim in accordance with the preceding paragraph, the indemnifying party will indemnitor shall not be liable to such indemnified party the indemnitee for any legal or other expenses incurred by the latter indemnitee in connection with the action’s defense other than reasonable costs of investigationthat claim. An indemnified party In addition, the indemnitor shall not be required to indemnify the indemnitee for any amount paid or payable by the indemnitee in the settlement of any claim for which the indemnitor has delivered a timely Notice of Election if such amount was agreed to without the written consent of the indemnitor. (c) If the indemnitor does not deliver a Notice of Election relating to any claim within the required notice period, or ceases to defend against the claim, the indemnitee shall have the right to employ separate counsel defend the claim in any action or proceeding such manner as it may deem appropriate, at the cost and participate in the defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that indemnitor. The indemnitor shall promptly reimburse the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable indemnitee for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees costs and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, of a release from all liability in respect of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partyexpenses.

Indemnification Procedures. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereofthe preceding Sections of this Article V, the indemnified party will, if a resulting claim in respect thereof is to be made or may be made against an and indemnifying party, give written notice to such the indemnifying party of the commencement of the action. The failure of any indemnified party to give notice shall not relieve the indemnifying party of its obligations in this Article V, except to the extent that the indemnifying party is actually prejudiced by the failure to give notice. If any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigationdefense. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (ia) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) 30 days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld)consent. No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, of a release from all liability in respect of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified party.

Indemnification Procedures. Promptly after receipt by an indemnified Each party of agrees to give the other party prompt written notice of the commencement of any action involving a claim referred to in Claim for which indemnification is sought under this Section 5.1 and Section 5.2 hereof, the indemnified party will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such indemnifying party of the commencement of the action17. The failure of any indemnified party Failure to give such notice shall not relieve abrogate or diminish the indemnifying party’s obligation under this Section if the indemnifying party has or receives knowledge of its obligations in this Article V, except to the extent that existence of such Claim by any other means or if such failure does not materially prejudice the indemnifying party party’s ability to defend the same. In any Claim for which indemnification is actually prejudiced by the failure to give notice. If any such action is brought against an indemnified partysought, the indemnifying party will shall have the right to select legal counsel to represent it (said counsel to be entitled to participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, ) and after notice from to otherwise control the defense of such Claim. If the indemnifying party elects to control the defense of such Claim, the indemnified party shall at all times have the right to fully participate in the defense at its own expense. If the indemnifying party, within a reasonable time after receipt of its election such notice, should fail to assume defense of defend the actionindemnified party, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party shall have the right right, but not the obligation, to employ separate counsel in any action or proceeding and participate in undertake the defense thereofof and to compromise or settle the Claim on behalf, but for the fees account, and expenses at the risk of such counsel shall be at such the indemnified party’s expense unless (i) . If the employment of such counsel has been specifically authorized in writing Claim is one that cannot by its nature be defended solely by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and then the indemnified party shall have been advised by such counsel that there may be one or more legal defenses make available to the indemnified party that are different from or additional to those available to information and assistance as the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party)may reasonably request, it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by at the indemnifying party, the ’s expense. The indemnifying party will not be subject to any liability for any settlement made without its consent may neither (not to be unreasonably withheld). No indemnifying party will i) consent to the entry of any judgment or enter into any settlement which that provides for injunctive or other non-monetary relief affecting any indemnitee without the prior written consent of the indemnified party, nor (iii) consent to the entry of any judgment or enter into any settlement without the prior written consent of the indemnified party unless such judgment or settlement provides for the unconditional and full release of the indemnitees in respect of such Claim and does not include as an unconditional term diminish any of the giving by the claimant indemnified party’ rights under this Agreement or plaintiff, result in additional fees or charges to the indemnified party, of a release from all liability in respect of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified party.

Indemnification Procedures. Promptly after receipt by In case any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to either paragraph (a) or (b) above, such Person (the "indemnified party") shall promptly notify the Person against whom such indemnity may be sought (the "indemnifying party") in writing and the indemnifying party shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceedings and shall pay the fees and disbursements of such counsel relating to such proceeding. The failure or delay of an indemnified party of notice of to notify the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such indemnifying party of the commencement of the action. The failure of any indemnified party with respect to give notice a particular proceeding shall not relieve the indemnifying party of its obligations in from any obligation or liability which it may have pursuant to this Article V, except to the extent that Agreement if the indemnifying party is actually not prejudiced by the such failure to give noticeor delay. If In any such action is brought against an indemnified partyproceeding, the indemnifying party will be entitled to participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereofretain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party’s expense unless . The indemnifying party shall not be liable for any settlement of any proceeding without its written consent. No indemnifying party shall, without the prior written consent of any indemnified party (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization consent shall not be unreasonably withheld), (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the effect any settlement of any pending or threatened proceeding in respect of which such indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified is a party and the indemnifying party and the indemnified party shall indemnity could have been advised sought hereunder by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, unless such settlement includes an unconditional release of a release such indemnified party from all liability in respect on all claims that are the subject matter of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partyproceeding.

Indemnification Procedures. Promptly after After receipt by an a party, or any partner, officer, director, employee or agent of any party, entitled to indemnification under this Article IX ("indemnified party party") of notice of the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party willaction, if a claim in respect thereof is to be made or may be made against an any person obligated to provide indemnification under this Article IX ("indemnifying party"), give written notice to such indemnified party will notify the indemnifying party in writing of the commencement thereof as soon as practicable after the summons or other first written notification giving information of the action. The nature of the claim has been served upon the indemnified party; provided that the failure of any indemnified to so notify the indemnifying party to give notice shall will not relieve the indemnifying party of its obligations in from any liability under this Article VIX, except to the extent that the omission results in a failure of actual notice to the indemnifying party and such indemnifying party is actually prejudiced by damaged solely as a result of the failure to give such notice. If any such action is brought against an The indemnifying party, upon the request of the indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with shall retain counsel reasonably satisfactory to the indemnified partyparty to represent the indemnified party in the proceeding, and after notice from shall pay the indemnifying party fees and disbursements of such counsel related to such indemnified party of its election to assume defense of the actionproceeding. In any such proceeding, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereofretain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party’s expense party unless (i1) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by mutually agreed to the retention of such counsel that there may be one or more legal defenses available (2) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party that are different from and representation of both parties by the same counsel would be inappropriate due to actual or additional to those available to the indemnifying party (in which case the potential differing interests between them. The indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses any settlement of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying partyplaintiff, the indemnifying party will not agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, entitled to the indemnified party, benefits of a release from all liability the indemnification contained in respect this Article IX. The indemnification provisions contained in this Article IX shall survive any termination of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partythis Agreement.

Indemnification Procedures. Promptly after receipt by an The indemnified party shall (i) give the -------------------------- indemnifying party prompt written notice of such action, or proceeding (and in no event more than seven (7) Business Days following the indemnified party's receipt of notice of such suit, action or proceeding), (ii) at the commencement of any action involving a indemnifying party's request and expense, permit the indemnifying party, through its counsel, to defend such claim referred or suit, and (iii) give the indemnifying party reasonable information, assistance and authority to do so. To the extent the indemnified party fails to provide notice as required above and such failure hinders the indemnifying party's ability to perform its indemnification obligations set forth in Section 5.1 3.5, then such indemnification obligations shall be waived to an extent commensurate with the hindrance caused by such delay in notification or failure to notify. The indemnifying party shall have exclusive control of the defense if it elects to defend any such suit, including appeals, negotiations and Section 5.2 hereofthe right to effect a settlement or compromise thereof (provided that, as a condition to any such settlement or compromise, the indemnified party will, if a claim in respect thereof is to be made shall not incur any liability or obligation). The indemnified party may be made against an represented by counsel at its own expense in any action being defended by the indemnifying party. Notwithstanding anything to the contrary contained in the foregoing, give written notice to such indemnifying party of in the commencement of event Service Provider is the action. The failure of any indemnified party with respect to give notice shall not relieve the indemnifying party of its obligations in this Article Vany intellectual property claim, except to the extent that the indemnifying party is actually prejudiced by the failure to give notice. If any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party Service Provider shall have the right to employ separate counsel in exclusive control of the defense, at Recipient's reasonable cost and expense, if it elects to defend any action such suit, including appeals, negotiations and the right to effect a settlement or proceeding and compromise thereof; provided, however that Recipient shall have the right to participate in settlement negotiations, if any, and shall have the defense thereof, but the fees and expenses of right to approve such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying partysettlement, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense delayed or conditioned. Recipient shall reimburse Service Provider for all of Service Provider's reasonable costs and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, expenses in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees defense and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment damages or enter into other liability in connection therewith, including any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, of a release from all liability in respect of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partyobligations.

Indemnification Procedures. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in Section 5.1 and 6.7(a) or Section 5.2 hereof6.7(b), the indemnified party will, if a resulting claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such the indemnifying party of the commencement of the action. The failure of any indemnified party to give notice shall not relieve the indemnifying party of its obligations in this Article VSection 6.7(a) or Section 6.7(b), as applicable, except to the extent extent, if any, that the indemnifying party is actually prejudiced by the failure to give noticenotice and then only to such extent. If any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified partyaction, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigationdefense. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which party and the indemnifying party agrees as part of such authorization shall not be unreasonably withheldto pay such fees and expenses, (ii) the indemnifying party has not assumed the defense and employed shall have failed within a reasonable period of time to employ counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any and the indemnified party is or would reasonably be expected to be materially prejudiced by such action or proceedingdelay, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to representation of both such indemnifying party and the indemnified party that are different from or additional to those available to by the same counsel would be inappropriate because of an actual conflict of interest between the indemnifying party (and the indemnified party, in each of which case cases the indemnifying party shall not have be obligated to pay the right to assume the defense reasonable fees and expenses of such action additional counsel or proceeding on behalf of the indemnified party)counsels, it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all one local counsel which is for each jurisdiction, if necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the all indemnified party parties with regard to all claims arising out of similar circumstances; and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld)consent. No indemnifying party will consent to entry of any judgment or enter into any settlement which (iA) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, of a release from all liability in respect of such claim or litigation litigation, (B) includes an admission of fault, culpability or failure to act by or on behalf of the indemnified party, (C) commits the indemnified party to take, or refrain from taking, any action or (iiD) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified party.

Indemnification Procedures. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereofthe preceding Sections of this Article III, the indemnified party will, if a resulting claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such the indemnifying party of the commencement of the action. The failure of any indemnified party to give notice shall not relieve the indemnifying party of its obligations in this Article V, except to the extent that the indemnifying party is actually prejudiced by the failure to give notice. If any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation's defense. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s 's expense unless (ia) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) 30 days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld)consent. No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, of a release from all liability in respect of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partylitigation.

Indemnification Procedures. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in Section 5.1 3.4(a) and Section 5.2 hereof3.4(b), the indemnified party will, if a resulting claim in respect thereof is to be made or may be made against an and indemnifying party, give written notice to such the indemnifying party of the commencement of the action. The failure of any indemnified party to give notice shall not relieve the indemnifying party of its obligations in this Article VSection 3.4, except to the extent that the indemnifying party is actually prejudiced by the failure to give notice. If any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigationdefense. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) 30 days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, of a release from all liability in respect of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified party.

Indemnification Procedures. Promptly after receipt by an indemnified party of notice of All indemnification obligations in this Agreement are conditioned upon the commencement Party seeking indemnification: (a) promptly notifying the indemnifying Party of any action involving claim or liability of which the Party seeking indemnification becomes aware (including a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such indemnifying party of the commencement of the action. The failure copy of any indemnified party related complaint, summons, notice or other instrument); provided, however, that failure to give provide such notice within a reasonable period of time shall not relieve the indemnifying party Party of any of its obligations in this Article V, hereunder except to the extent that the indemnifying party Party is actually prejudiced by such failure; (b) cooperating with the failure to give notice. If indemnifying Party in the defense of any such claim or liability; and (c) not compromising or settling any claim or liability without prior written consent of the indemnifying Party provided, such consent shall not be unreasonably withheld where the compromise or settlement: (w) provide for the unconditional release of the Party seeking indemnification; (x) require the payment of compensatory monetary damages by the indemnifying Party only; (y) requires no requirement whatsoever for the indemnified party to either take any action is brought against or to avoid any action whether as a matter of injunctive relief, court order, or any other form; and (z) expressly state that neither the fact of settlement nor the settlement agreement shall constitute, or be construed or interpreted as, an indemnified partyadmission by the Party seeking indemnification of any issue, fact, allegation or any other aspect of the claim being settled. In all other cases, the Party seeking indemnification and the indemnifying party will Party must agree to enter into any proposed settlement. The indemnifying Party shall be entitled to participate in and to assume control the defense of the action with counsel reasonably satisfactory to any claim or liability for which indemnification is sought hereunder and under such circumstances, the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will Party shall not be liable entitled to such be indemnified party for any legal or other expenses incurred by the latter attorney fees in connection with such claim or liability; provided that the action’s defense other than reasonable costs of investigation. An indemnified party Party shall have the right be entitled at its own expense to employ separate counsel in any action or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, of a release from all liability in respect of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partyliability with its own counsel and at its own expense.

Indemnification Procedures. Promptly after receipt by an indemnified Any Person entitled to indemnification under this Agreement shall notify promptly the indemnifying party of notice in writing of the commencement of any action involving or proceeding with respect to which a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party will, if a claim in respect thereof is to be made or for indemnification may be made against an indemnifying partyhereunder, give written notice to such indemnifying party of but the commencement of the action. The failure of any indemnified party to give provide such notice shall not relieve the indemnifying party of its obligations in this Article Vhereunder, except to the extent that the indemnifying party is actually materially prejudiced by thereby and shall not relieve the failure indemnifying party from any liability which it may have to give noticeany indemnified party otherwise than hereunder. If In case any such action or proceeding is brought against an indemnified partyparty and it shall notify the indemnifying party of the commencement thereof, the indemnifying party will shall be entitled to participate therein and, unless in the reasonable opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense of thereof (alone or jointly with any other indemnifying party similarly notified), to the action extent that it chooses, with counsel reasonably satisfactory to the such indemnified party, and after notice from the indemnifying party to such indemnified party that it so chooses (provided that in connection with such assumption the indemnifying parties provide the indemnified parties a full release of its election to assume defense of the actionany costs or other expenses in connection therewith), the indemnifying party will shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter such indemnified party in connection with the action’s defense other than thereof; provided, however, that (a) if the indemnifying party fails to take reasonable costs of investigation. An steps necessary to defend diligently the action or proceeding within twenty (20) Business Days after receiving notice from such indemnified party shall have that the right indemnified party believes it has failed to employ separate counsel do so; or (b) if such indemnified party who is a defendant in any action or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) that is also brought against the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel reasonably concluded, based on the advice of counsel, that there may be one or more legal defenses available to the such indemnified party that which are different from or additional to those not available to the indemnifying party party; or (c) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in which case any such case, the indemnifying indemnified party shall not have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each jurisdiction) and the defense indemnifying party shall be liable for any expenses therefor. No indemnifying party shall, without the written consent of the indemnified party (which shall not be unreasonably withheld), effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or (to the knowledge of the indemnifying party) threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (x) includes an unconditional release of the indemnified party from all liability arising out of such action or proceeding on behalf of the indemnified party)claim, it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (iy) does not include a statement as to or an unconditional term the giving admission of fault, culpability or a failure to act, by the claimant or plaintiff, to the indemnified party, of a release from all liability in respect of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition on behalf of any non-financial obligations on indemnified party and (z) does not and is not likely to materially adversely affect the indemnified party.

Indemnification Procedures. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereofthe preceding Sections of this Article V, the indemnified party will, if a resulting claim in respect thereof is to be made or may be made against an any indemnifying party, give written notice to such the indemnifying party of the commencement of the action. The failure of any indemnified party to give notice shall not relieve the indemnifying party of its obligations in this Article V, except to the extent that the indemnifying party is actually and materially prejudiced by the failure to give notice. If any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigationdefense. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) 30 days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent will not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, of a release from all liability in respect of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified party.

Indemnification Procedures. Promptly after receipt by an indemnified party Indemnitee of written notice of the commencement of any action involving or proceeding with respect to which a claim referred for indemnification may be made pursuant to in this Section 5.1 and Section 5.2 hereof3.4, the indemnified party such Indemnitee will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such indemnifying party the latter of the commencement of such action or proceeding; provided that the action. The failure of any indemnified party the Indemnitee to give notice as provided herein shall not relieve the indemnifying party of its obligations in under this Article VSection 3.4, except to the extent that the indemnifying party is actually materially prejudiced by the such failure to give notice. If In case any such action or proceeding is brought against an indemnified partyIndemnitee, the indemnifying party will be entitled to participate in and to assume the defense of thereof (at its expense), jointly with any other indemnifying party similarly notified to the action extent that it may wish, with counsel reasonably satisfactory to the indemnified partysuch Indemnitee, and after notice from the indemnifying party to such indemnified party Indemnitee of its election so to assume the defense of the actionthereof, the indemnifying party will not be liable to such indemnified party Indemnitee for any legal or other expenses subsequently incurred by the latter in connection with the action’s defense thereof other than reasonable costs of investigationinvestigation and shall have no liability for any settlement made by the Indemnitee without the consent of the indemnifying party, such consent not to be unreasonably withheld. An indemnified Notwithstanding the foregoing, if in such Indemnitee’s reasonable judgment a conflict of interest between such Indemnitee and the indemnifying parties may exist in respect of such action or proceeding or the indemnifying party does not assume the defense of any such action or proceeding within a reasonable time after notice of commencement, the Indemnitee shall have the right to employ separate counsel in any action assume or proceeding and participate in the continue its own defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for any reasonable expenses therefor, but in no event will bear the reasonable fees and expenses of for more than one separate firm of attorneys (counsel for all Indemnitees in addition to all local counsel which is necessary, each jurisdiction who shall be approved by the Principal Participating Holders in the good faith opinion registration in respect of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all which such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense indemnification is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld)sought. No indemnifying party will settle any action or proceeding or consent to the entry of any judgment without the prior written consent of the Indemnitee, unless such settlement or enter into any settlement which judgment (i) does not include includes as an unconditional term thereof the giving by the claimant or plaintiff, to the indemnified party, plaintiff of a release to such Indemnitee from all liability in respect of such claim action or litigation or proceeding and (ii) involves does not involve the imposition of equitable remedies or the imposition of any non-obligations on such Indemnitee and does not otherwise adversely affect such Indemnitee, other than as a result of the imposition of financial obligations on the for which such Indemnitee will be indemnified partyhereunder.

Indemnification Procedures. Promptly after receipt by an indemnified party Indemnitee of written notice of the commencement of any action involving or proceeding with respect to which a claim referred for indemnification may be made pursuant to in this Section 5.1 and Section 5.2 hereof6.4, the indemnified party such Indemnitee will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such indemnifying party the latter of the commencement of such action or proceeding; provided that the action. The failure of any indemnified party the Indemnitee to give notice as provided herein shall not relieve the indemnifying party of its obligations in under this Article VSection 6.4, except to the extent that the indemnifying party is actually materially prejudiced by the such failure to give notice. If In case any such action or proceeding is brought against an indemnified partyIndemnitee, the indemnifying party will be entitled to participate in and to assume the defense of thereof (at its expense), jointly with any other indemnifying party similarly notified to the action extent that it may wish, with counsel reasonably satisfactory to the indemnified partysuch Indemnitee, and after notice from the indemnifying party to such indemnified party Indemnitee of its election so to assume the defense of the actionthereof, the indemnifying party will not be liable to such indemnified party Indemnitee for any legal or other expenses subsequently incurred by the latter in connection with the action’s defense thereof other than reasonable costs of investigationinvestigation and shall have no liability for any settlement made by the Indemnitee without the consent of the indemnifying party, such consent not to be unreasonably withheld. An indemnified Notwithstanding the foregoing, if in such Indemnitee’s reasonable judgment a conflict of interest between such Indemnitee and the indemnifying parties may exist in respect of such action or proceeding or the indemnifying party does not assume the defense of any such action or proceeding within a reasonable time after notice of commencement, the Indemnitee shall have the right to employ separate counsel in any action assume or proceeding and participate in the continue its own defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for any reasonable expenses therefor, but in no event will bear the reasonable fees and expenses of for more than one separate firm of attorneys (counsel for all Indemnitees in addition to all local counsel which is necessary, each jurisdiction who shall be approved by the Principal Participating Holders in the good faith opinion registration in respect of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all which such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense indemnification is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld)sought. No indemnifying party will settle any action or proceeding or consent to the entry of any judgment without the prior written consent of the Indemnitee, unless such settlement or enter into any settlement which judgment (i) does not include includes as an unconditional term thereof the giving by the claimant or plaintiff, to the indemnified party, plaintiff of a release to such Indemnitee from all liability in respect of such claim action or litigation or proceeding and (ii) involves does not involve the imposition of equitable remedies or the imposition of any non-obligations on such Indemnitee and does not otherwise adversely affect such Indemnitee, other than as a result of the imposition of financial obligations on the for which such Indemnitee will be indemnified partyhereunder.

Indemnification Procedures. Promptly after receipt by an indemnified party Indemnitee of written notice of the commencement of any action involving or proceeding with respect to which a claim referred for indemnification may be made pursuant to in this Section 5.1 and Section 5.2 hereof3.4, the indemnified party such Indemnitee will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such indemnifying party the latter of the commencement of such action or proceeding; provided that the action. The failure of any indemnified party the Indemnitee to give notice as provided herein shall not relieve the indemnifying party of its obligations in under this Article VSection 3.4, except to the extent that the indemnifying party is actually materially prejudiced by the such failure to give notice. If In case any such action or proceeding is brought against an indemnified partyIndemnitee, the indemnifying party will be entitled to participate in and to assume the defense of thereof (at its expense), jointly with any other indemnifying party similarly notified to the action extent that it may wish, with counsel reasonably satisfactory to the indemnified partysuch Indemnitee, and after notice from the indemnifying party to such indemnified party Indemnitee of its election so to assume the defense of the actionthereof, the indemnifying party will not be liable to such indemnified party Indemnitee for any legal or other expenses subsequently incurred by the latter in connection with the action’s defense thereof other than reasonable costs of investigationinvestigation and shall have no liability for any settlement made by the Indemnitee without the consent of the indemnifying party, such consent not to be unreasonably withheld. An indemnified Notwithstanding the foregoing, if in such Indemnitee’s reasonable judgment a conflict of interest between such Indemnitee and the indemnifying parties may exist in respect of such action or proceeding or the indemnifying party does not assume the defense of any such action or proceeding within a reasonable time after notice of commencement, the Indemnitee shall have the right to employ separate counsel in any action assume or proceeding and participate in the continue its own defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for any reasonable expenses therefor, but in no event will bear the reasonable fees and expenses of for more than one separate firm of attorneys (counsel for all Indemnitees in addition to all local counsel which is necessary, each jurisdiction who shall be approved by the Principal Participating Holders in the good faith opinion registration in respect of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all which such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense indemnification is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld)sought. No indemnifying party will settle any action or proceeding or consent to the entry of any judgment without the prior written consent of the Indemnitee, unless such settlement or enter into any settlement which judgment (i) does not include includes as an unconditional term thereof the giving by the claimant or plaintiff, to the indemnified party, plaintiff of a release to such Indemnitee from all liability in respect of such claim action or litigation or proceeding and (ii) involves does not involve the imposition of equitable remedies or the imposition of any non-obligations on such Indemnitee and does not otherwise adversely affect such Indemnitee, other than as a result of the imposition of financial obligations on the for which such Indemnitee will be indemnified partyhereunder.

Indemnification Procedures. Promptly after receipt by an indemnified party (which shall include any Indemnified Party) of notice of the commencement of any action involving a claim referred to in Section 5.1 3.4(a) and Section 5.2 hereof3.4(b), the indemnified party will, if a resulting claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such the indemnifying party of the commencement of the action. The failure of any indemnified party to give notice shall not relieve the indemnifying party of its obligations in this Article VSection 3.4, except to the extent that the indemnifying party is actually prejudiced by the failure to give notice. If any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigationdefense. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) 30 days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (such consent not to be unreasonably withheld, delayed or conditioned). No indemnifying party will consent to entry of any judgment or enter into any settlement without the consent of the indemnified party which (ix) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, of a release from all liability in respect of such claim or litigation or (iiy) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified party.

Indemnification Procedures. Promptly after receipt by an indemnified party Indemnitee of written notice of the commencement of any action involving or proceeding with respect to which a claim referred for indemnification may be made pursuant to in this Section 5.1 and Section 5.2 hereof2.4, the indemnified party such Indemnitee will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such indemnifying party the latter of the commencement of such action or proceeding; provided that the action. The failure of any indemnified party the Indemnitee to give notice as provided herein shall not relieve the indemnifying party of its obligations in under this Article VSection 2.4, except to the extent and only to the extent that the indemnifying party is actually materially prejudiced by the such failure to give notice. If In case any such action or proceeding is brought against an indemnified partyIndemnitee, the indemnifying party will be entitled to participate in and to assume the defense of thereof (at its expense), jointly with any other indemnifying party similarly notified to the action extent that it may wish, with counsel reasonably satisfactory to the indemnified partysuch Indemnitee, and after notice from the indemnifying party to such indemnified party Indemnitee of its election so to assume the defense of the actionthereof, the indemnifying party will not be liable to such indemnified party Indemnitee for any legal or other expenses subsequently incurred by the latter in connection with the action’s defense thereof other than reasonable costs of investigationinvestigation and shall have no liability for any settlement made by the Indemnitee without the consent of the indemnifying party, such consent not to be unreasonably withheld. An indemnified Notwithstanding the foregoing, if in such Indemnitee’s reasonable judgment a conflict of interest between such Indemnitee and the indemnifying parties may exist in respect of such action or proceeding or the indemnifying party does not assume the defense of any such action or proceeding within a reasonable time after notice of commencement, the Indemnitee shall have the right to employ separate counsel in any action assume or proceeding and participate in the continue its own defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for any reasonable expenses therefor, but in no event will bear the reasonable fees and expenses of for more than one separate firm of attorneys counsel for all Indemnitees in each jurisdiction who shall be approved by (in addition to all local counsel which is necessary, a) the Initiating Investors in the good faith opinion case of both counsel for the indemnifying party and counsel for the indemnified party a registration initiated pursuant to Section 2.1 or (b) in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying partyother cases, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld)Majority Investors. No indemnifying party will settle any action or proceeding or consent to the entry of any judgment without the prior written consent of the Indemnitee, unless such settlement or enter into any settlement which judgment (i) does not include includes as an unconditional term thereof the giving by the claimant or plaintiff, to the indemnified party, plaintiff of a release to such Indemnitee from all liability in respect of such claim action or litigation or proceeding and (ii) involves does not include any admission as to fault or culpability on the part of any Indemnitee and (iii) does not involve the imposition of equitable remedies or the imposition of any non-obligations on such Indemnitee and does not otherwise adversely affect such Indemnitee, other than as a result of the imposition of financial obligations on the for which such Indemnitee will be indemnified partyhereunder.

Indemnification Procedures. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such indemnifying party of the commencement of the action. The failure of any indemnified party to give notice shall not relieve the indemnifying party of its obligations in this Article V, except to the extent that the indemnifying party is actually prejudiced by the failure to give notice. If any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) 30 days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which without the written consent of the indemnified party unless such judgment or settlement (i) does not include includes as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, of a release from all liability in respect of such claim or litigation or and (ii) involves does not involve the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified party.

Indemnification Procedures. Promptly after (a) Each party shall notify the other of any event requiring indemnification promptly following the receipt by an indemnified party of notice of the commencement of any action involving or proceeding by any third party giving rise to indemnification hereunder; provided, however, that the failure to give such notice in a claim referred to timely fashion shall not result in Section 5.1 and Section 5.2 hereof, the indemnified party will, if a claim in respect thereof is to be made waiver or may be made against an indemnifying party, give written notice to such indemnifying party of the commencement of the action. The failure impairment of any indemnified party right to give notice shall not relieve the indemnifying party of its obligations in this Article V, indemnification hereunder except to the extent that the indemnifying party party's ability to defend against the event with respect to which indemnification is actually prejudiced sought is materially and adversely affected by the failure of the indemnified party to give notice. If any such action is brought against an indemnified party, the notice in a timely fashion. (b) The indemnifying party will shall be entitled to participate in and (but not obligated) to assume the defense or settlement of the any such action or proceeding or to participate in any negotiations to settle or eliminate any claim with counsel of its choice, provided, however, that such counsel is reasonably satisfactory to the indemnified party, and after notice from . If the indemnifying party to such indemnified party of its election so elects to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice or settlement of any such action or proceeding, or the indemnified party (iiiand its counsel) may continue to participate at the named parties to indemnified party's own expense in any such action or proceeding proceeding. (including any impleaded partiesc) include the indemnified party and If the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party does not elect in writing within ten (in which case the indemnifying party shall not have the right 10) Business Days after notification to assume the defense of such action or proceeding, the indemnified party may engage counsel to defend, settle or otherwise dispose of such action or proceeding, and the fees of such counsel shall constitute expenses covered by the indemnification provided in this Article IV. (d) Neither party shall settle, compromise, decline to appeal or otherwise dispose of any action or proceeding on behalf with respect to which indemnification hereunder is sought without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. If the consent of the indemnified party is unreasonably withheld, the indemnifying party)'s liability shall be limited to the amount for which the indemnifying party and the claimant agreed to settle. The parties will use their commercially reasonable efforts to cause the terms of any such settlement to be kept confidential by the parties thereto (subject to customary exceptions or as required by law) and shall seek to include a covenant regarding non-disclosure of the terms of such settlement in any settlement agreement. (e) In the event indemnification is requested hereunder, the relevant indemnifying party and its representatives shall have access to the premises, books and records of the Person or Persons to be indemnified and their respective Affiliates during normal business hours to the extent reasonably necessary to assist it being understoodin defending or settling any claim, suit, action or proceeding; provided, however, that such access shall (i) be conducted in such manner as not to interfere unreasonably with the operation of the business of the Person or Persons to be indemnified, (ii) not include any materials that the Person or Persons to be indemnified are required to keep confidential and (iii) shall be at the sole cost and expense of the indemnifying party party. (f) All indemnities and obligations under this Article IV shall not, in connection with any one such action survive the expiration or separate but substantially similar or related actions in termination of this Agreement until the same jurisdiction arising out expiration of the same general allegations or circumstancesstatute of limitations applicable to the matter for which indemnity is sought, and shall be liable for the reasonable fees and expenses payable promptly upon presentment of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for an invoice from the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, of a release from all liability in respect of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partytherefor.

Indemnification Procedures. Promptly after After receipt by an a party entitled to indemnification (“indemnified party party”) under this Article VIII of notice of the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party willaction, if a claim in respect thereof is to be made or may be made by the indemnified party against an any person obligated to provide indemnification under this Article VIII (“indemnifying party”), give written notice to such indemnified party will notify the indemnifying party in writing of the commencement of thereof as soon as practicable thereafter, provided that the action. The failure of any indemnified party omission to give notice shall not relieve so notify the indemnifying party of its obligations in will not relieve it from any liability under this Article VVIII, except to the extent that the omission results in a failure of actual notice to the indemnifying party and such indemnifying party is actually prejudiced by damaged solely as a result of the failure to give such notice. If any such action is brought against an The indemnifying party, upon the request of the indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with shall retain counsel reasonably satisfactory to the indemnified party, party to represent the indemnified party and after notice from any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such indemnified party of its election to assume defense of the actionproceeding. In any such proceeding, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate retain its own counsel in any action or proceeding and to participate in the defense thereofof such proceeding, but the fees and expenses of such counsel shall be at the expense of such indemnified party’s expense party unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by mutually agreed to the retention of such counsel that there may be one or more legal defenses available (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party that are different from and representation of both parties by the same counsel would be inappropriate due to actual or additional to those available to the indemnifying party (in which case the potential differing interests between them. The indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses any settlement of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for any proceeding effected without its written consent but if settled with such consent or if there be a final judgment against the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, entitled to the indemnified party, benefits of a release from all liability the indemnification contained in respect this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partythis Agreement.

Indemnification Procedures. The following procedures will apply with respect to indemnification for Claims arising in connection with this License Agreement: (a) Promptly after receipt by an indemnified party Dell of written notice of the assertion or the commencement of any action involving a claim referred Claim, whether by legal process or otherwise, with respect to in Section 5.1 and Section 5.2 hereofany matter within the scope of this SECTION 7, the indemnified party will, if a claim in respect thereof is to be made or may be made against an indemnifying party, Dell will give written notice thereof to such indemnifying party of GlassHouse and will thereafter keep GlassHouse reasonably informed with respect thereto; provided, however, that the commencement of the action. The failure of any indemnified party Dell to give GlassHouse such prompt written notice shall will not relieve the indemnifying party GlassHouse of its obligations in this Article V, hereunder except to the extent such failure results in prejudice to GlassHouse’s defense of such Claim. Within thirty (30) days following receipt of written notice from Dell relating to any Claim, but no later than ten (10) days before the date on which any response to a complaint or summons is due, GlassHouse will notify Dell in writing that GlassHouse will assume control of the indemnifying party is actually prejudiced by defense and settlement of such Claim (the failure “Notice”). (b) If GlassHouse delivers the Notice relating to give notice. If any Claim within the required notice period, GlassHouse will be entitled to have sole control over the defense and settlement of such action is brought against an indemnified partyClaim; provided, the indemnifying party however, that Dell will be entitled to participate in the defense of such Claim and to employ legal advisers at its own expense to assist in the handling of such Claim. After GlassHouse has delivered a Notice relating to any Claim in accordance with the preceding paragraph, GlassHouse will not be liable for any legal expenses subsequently incurred by any Dell Released Party in connection with the defense of such Claim. (c) If GlassHouse fails to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any such action or proceedingClaim within the prescribed period of time, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there then Dell may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of any such action or proceeding on behalf of the indemnified party)Claim, it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees costs and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoicesdeemed to be Damages. Whether or not a defense is assumed by the indemnifying party, the indemnifying party GlassHouse will not be subject to any liability responsible for any settlement or compromise made without its consent consent, unless Dell has tendered notice and GlassHouse has then failed to provide Notice and it is later determined that GlassHouse was liable to assume and defend the Claim. (d) Dell will provide reasonable assistance to GlassHouse (at GlassHouse’s expense), including reasonable assistance from Dell’s employees, agents, independent contractors and Affiliates, as applicable. Notwithstanding any provision of this Section 7.2 to the contrary, GlassHouse will not to be unreasonably withheld). No indemnifying party will consent to the entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant that provides for injunctive or plaintiff, to the indemnified party, of a release from all liability in respect of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any other non-financial obligations on monetary relief affecting Dell without the indemnified partyprior written consent of Dell, which consent will not be unreasonably withheld or delayed.

Indemnification Procedures. Promptly (a) Each Indemnitee agrees that promptly after it becomes aware of facts giving rise to a claim by it for indemnification pursuant to this Article VII, including receipt by an indemnified party it of notice of any Proceeding, by any third party with respect to any matter as to which it claims to be entitled to indemnity under the commencement provisions of any action involving this Agreement, such Indemnitee must assert its claim for indemnification under this Article VII (each, a claim referred “Claim”) by providing a written notice (a “Claim Notice”) to the Indemnifying Party allegedly required to provide indemnification protection under this Article VII specifying, in Section 5.1 and Section 5.2 hereofreasonable detail, the indemnified party willnature and basis for such Claim (e.g., if a claim in respect thereof is the underlying representation, warranty, covenant or agreement alleged to be made or may be made against an indemnifying party, give written notice to such indemnifying party of the commencement of the actionhave been breached). The failure of any indemnified party to give Such notice shall include a formal demand for indemnification under this Agreement. Notwithstanding the foregoing, an Indemnitee’s failure to send or delay in sending a third party Claim Notice will not relieve the indemnifying party of its obligations in this Article V, Indemnifying Party from liability hereunder with respect to such Claim except to the extent that the Indemnifying Party is materially prejudiced by such failure or delay and except as is otherwise provided herein. If the indemnified party knowingly failed to notify the Indemnifying Party thereof in accordance with the provisions of this Agreement in sufficient time to permit the indemnifying party is or its counsel to defend against such matter and to make a timely response thereto including any responsive motion or answer to a complaint, petition, notice or other legal, equitable or administrative process relating to the Claim, the Indemnifying Party’s indemnity obligation relating to such Claim shall be limited to the extent that such knowing failure to notify the Indemnifying Party has actually prejudiced resulted in material prejudice or damage to the Indemnifying Party. Except as specifically provided herein, each Indemnitee’s rights and remedies set forth in this Agreement will be effective regardless of any inspection or investigation conducted, or the awareness of any matters acquired (or capable or reasonably capable of being acquired), by or on behalf of such Indemnitee or by its directors, officers, employees, or representatives or at any time (regardless of whether notice of such knowledge has been given to the Indemnifying Party), whether before or after the Closing Date with respect to any circumstances constituting a condition under this Agreement. (b) In the event of the assertion of any third party Claim for which, by the failure terms hereof, an Indemnifying Party is obligated to give notice. If any such action is brought against indemnify an indemnified partyIndemnitee, the indemnifying party Indemnifying Party will be entitled to participate in and have the right, at such Indemnifying Party’s expense, to assume the defense of same including the action with appointment and selection of counsel on behalf of the Indemnitee so long as such counsel is reasonably satisfactory acceptable to the indemnified party, and after notice from Indemnitee. If the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right Indemnifying Party elects to assume the defense of any such action or proceeding third party Claim, it shall within 30 days of its receipt of the Claim Notice notify the Indemnitee in writing of its intent to do so. Any such contest may be conducted in the name and on behalf of the indemnified party)Indemnifying Party or the Indemnitee as may be appropriate. The Indemnifying Party will have the right to settle or compromise or take any corrective or remediation action with respect to any such Claim by all appropriate proceedings, which proceedings will be diligently prosecuted by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party. The Indemnitee will be entitled, at its own cost, to participate with the Indemnifying Party in the defense of any such Claim. If the Indemnifying Party assumes the defense of any such third-party Claim but fails to diligently prosecute such Claim, or if the Indemnifying Party does not assume the defense of any such Claim, the Indemnitee may assume control of such defense and in the event it being understood, however, is determined pursuant to the procedures set forth in this Article VII that the indemnifying party shall notClaim was a matter for which the Indemnifying Party is required to provide indemnification under the terms of this Article VII, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for Indemnifying Party will bear the reasonable fees costs and expenses of more than one separate firm such defense (including reasonable attorneys’ fees and expenses). The Indemnifying Party’s assumption of attorneys the defense of any claim shall not constitute an admission by such indemnifying party that is ultimately liable to provide indemnification hereunder. (c) If requested by the Indemnifying Party, the Indemnitee agrees to reasonably cooperate with the Indemnifying Party and its counsel in addition contesting any Claim that the Indemnifying Party elects to all local counsel which is necessarycontest or, if appropriate, in making any counterclaim against the good faith opinion of both counsel Person asserting the Claim, or any cross-complaint against any Person, and the Indemnifying Party will reimburse the Indemnitee for any reasonable expenses incurred by it in so cooperating. At no cost or expense to the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying partyIndemnitee, the indemnifying party Indemnifying Party shall reasonably cooperate with the Indemnitee and its counsel in contesting any Claim. (d) Notwithstanding anything to the contrary in this Agreement, the Indemnifying Party will not be subject permitted to settle, compromise, take any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment corrective or remedial action or enter into an agreed judgment or consent decree, in each case, that subjects the Indemnitee to any settlement which criminal liability, requires an admission of guilt, wrongdoing or fault on the part of the Indemnitee or imposes any continuing obligation on or requires any payment from the Indemnitee without the Indemnitee’s prior written consent. (ie) does not include as Notwithstanding anything in this Article VII to the contrary, any indemnification payment to be made to an unconditional term Indemnitee pursuant to this Article VII shall be effected by wire transfer of immediately available funds from the giving Indemnifying Party to an account designated by the claimant or plaintiff, to Indemnitee within ten (10) days after the indemnified party, of a release from all liability in respect of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partyfinal determination thereof.

Indemnification Procedures. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred Any Person entitled to in Section 5.1 and Section 5.2 hereof, the indemnified party will, if a claim in respect thereof is to be made or may be made against an indemnifying party, indemnification hereunder will (A) give prompt written notice to such the indemnifying party of any claim with respect to which it seeks indemnification (provided that the commencement of the action. The failure of any indemnified party to give such notice shall not limit the rights of such indemnified party except to the extent such failure to give such notice actually prejudices the indemnifying party in respect of such claim) provided further, that any delay or failure to so notify the indemnifying party shall relieve the indemnifying party of its obligations in this Article V, except hereunder only to the extent extent, if at all, that the it is actually and materially prejudiced by reason of such delay or failure and (B) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party is actually prejudiced by the failure to give notice. If any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action such claim with counsel reasonably satisfactory to the indemnified party; provided, and after notice from the indemnifying party to however, that such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate counsel in any action or proceeding and to participate in the defense thereofof such claim, but the fees and expenses of such counsel shall be at the expense of such indemnified party’s expense party unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (iiX) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory agreed to the indemnified party within thirty (30) days after notice of any pay such action fees or proceedingexpenses, or (iiiY) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right failed to assume the defense of such action or proceeding on behalf of the claim and employ counsel reasonably satisfactory to such indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one . If such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is not assumed by the indemnifying partyparty as permitted hereunder, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not to be unreasonably withheld). No If such defense is assumed by the indemnifying party pursuant to the provisions hereof, such indemnifying party shall not settle or otherwise compromise the applicable claim unless (1) such settlement or compromise contains a full and unconditional release of the indemnified party or (2) the indemnified party otherwise consents in writing. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will consent not be obligated to entry pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, a conflict of a release from all liability in respect interest may exist between such indemnified party and any other of such claim indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the reasonable fees and disbursements of such additional counsel or litigation or (ii) involves counsels. The indemnified party shall not have the imposition right to settle an action without the consent of equitable remedies or the imposition of any non-financial obligations on the indemnified indemnifying party.

Indemnification Procedures. Promptly after receipt by In case any proceeding (including any -------------------------- governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to either paragraph (a) or (b) above, such Person (the "indemnified party") shall promptly notify the Person against whom such indemnity may be sought (the "indemnifying party") in writing and the indemnifying party shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceedings and shall pay the fees and disbursements of such counsel relating to such proceeding. The failure or delay of an indemnified party of notice of to notify the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such indemnifying party of the commencement of the action. The failure of any indemnified party with respect to give notice a particular proceeding shall not relieve the indemnifying party of its obligations in from any obligation or liability which it may have pursuant to this Article V, except to the extent that Agreement if the indemnifying party is actually not prejudiced by the such failure to give noticeor delay. If In any such action is brought against an indemnified partyproceeding, the indemnifying party will be entitled to participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereofretain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party’s expense unless . The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent. No indemnifying party shall, without the prior written consent of any indemnified party (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization consent shall not be unreasonably withheld), (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the effect any settlement of any pending or threatened proceeding in respect of which such indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified is a party and the indemnifying party and the indemnified party shall indemnity could have been advised sought hereunder by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, unless such settlement includes an unconditional release of a release such indemnified party from all liability in respect on all claims that are the subject matter of such claim proceeding and such settlement does not admit to the participation or litigation or (ii) involves the imposition of equitable remedies or the imposition conduct of any non-financial obligations on the indemnified partycriminal activity.

Indemnification Procedures. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in Section 5.1 and 6.8(a) or Section 5.2 hereof6.8(b), the indemnified party will, if a resulting claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such the indemnifying party of the commencement of the action. The failure of any indemnified party to give notice shall not relieve the indemnifying party of its obligations in this Article VSection 6.8(a) or Section 6.8(b), as applicable, except to the extent extent, if any, that the indemnifying party is actually prejudiced by the failure to give noticenotice and then only to such extent. If any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified partyaction, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigationdefense. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which party and the indemnifying party agrees as part of such authorization shall not be unreasonably withheldto pay such fees and expenses, (ii) the indemnifying party has not assumed the defense and employed shall have failed within a reasonable period of time to employ counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any and the indemnified party is or would reasonably be expected to be materially prejudiced by such action or proceedingdelay, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to representation of both such indemnifying party and the indemnified party that are different from or additional to those available to by the same counsel would be inappropriate because of an actual conflict of interest between the indemnifying party (and the indemnified party, in each of which case cases the indemnifying party shall not have be obligated to pay the right to assume the defense reasonable fees and expenses of such action additional counsel or proceeding on behalf of the indemnified party)counsels, it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all one local counsel which is for each jurisdiction, if necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the all indemnified party parties with regard to all claims arising out of similar circumstances; and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld)consent. No indemnifying party will consent to entry of any judgment or enter into any settlement which (iA) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, of a release from all liability in respect of such claim or litigation litigation, (B) includes an admission of fault, culpability or failure to act by or on behalf of the indemnified party, (C) commits the indemnified party to take, or refrain from taking, any action or (iiD) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified party.

Indemnification Procedures. Promptly after receipt by an indemnified party Indemnitee of written notice of the commencement of any action involving or proceeding with respect to which a claim referred for indemnification may be made pursuant to in this Section 5.1 and Section 5.2 hereof3.4, the indemnified party such Indemnitee will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such indemnifying party the latter of the commencement of such action or proceeding; provided, that the action. The failure of any indemnified party the Indemnitee to give notice as provided herein shall not relieve the indemnifying party of its obligations in under this Article VSection 3.4, except to the extent that the indemnifying party is actually materially prejudiced by the such failure to give notice. If In case any such action or proceeding is brought against an indemnified partyIndemnitee, the indemnifying party will be entitled to participate in and to assume the defense of thereof (at its expense), jointly with any other indemnifying party similarly notified to the action extent that they may wish, with counsel reasonably satisfactory to the indemnified partysuch Indemnitee, and after notice from the indemnifying party to such indemnified party Indemnitee of its election so to assume the defense of the actionthereof, the indemnifying party will not be liable to such indemnified party Indemnitee for any legal or other expenses subsequently incurred by the latter in connection with the action’s defense thereof other than reasonable costs of investigation, and shall have no liability for any settlement made by the Indemnitee without the consent of the indemnifying party, such consent not to be unreasonably withheld. An indemnified Notwithstanding the foregoing, if in such Indemnitee’s reasonable judgment a conflict of interest between such Indemnitee and the indemnifying parties may exist in respect of such action or proceeding or the indemnifying party does not assume the defense of any such action or proceeding within a reasonable time after notice of commencement, the Indemnitee shall have the right to employ separate counsel in any action assume or proceeding and participate in the continue its own defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for any reasonable expenses therefor, but in no event will bear the reasonable fees and expenses of for more than one separate firm of attorneys (counsel for all Indemnitees in addition to all local counsel which is necessary, each jurisdiction who shall be approved by the Principal Participating Holders in the good faith opinion registration in respect of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all which such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense indemnification is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld)sought. No indemnifying party will settle any action or proceeding or consent to the entry of any judgment without the prior written consent of the Indemnitee, unless such settlement or enter into any settlement which judgment (i) does not include includes as an unconditional term thereof the giving by the claimant or plaintiff, to the indemnified party, plaintiff of a release to such Indemnitee from all liability in respect of such claim action or litigation or proceeding, and (ii) involves does not involve the imposition of equitable remedies or the imposition of any non-obligations on such Indemnitee, and does not otherwise adversely affect such Indemnitee, other than as a result of the imposition of financial obligations on the for which such Indemnitee will be indemnified partyhereunder.

Indemnification Procedures. Promptly after receipt by an indemnified party Indemnified Party of notice of the commencement of any action involving a claim referred to in Section 5.1 4.4(a) and Section 5.2 hereof4.4(b), the indemnified party Indemnified Party will, if a resulting claim in respect thereof is to be made or may be made against an and indemnifying party, give written notice to such the indemnifying party of the commencement of the action. The failure of any indemnified party Indemnified Party to give notice shall not relieve the indemnifying party of its obligations in this Article VSection 4.4, except to the extent that the indemnifying party is actually prejudiced by the failure to give notice. If any such action is brought against an indemnified partyIndemnified Party, the indemnifying party will be entitled to participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified partyIndemnified Party, and after notice from the indemnifying party to such indemnified party Indemnified Party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party Indemnified Party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigationdefense. An indemnified party Indemnified Party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at such indemnified partyIndemnified Party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party Indemnified Party within thirty (30) 30 days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party Indemnified Party and the indemnifying party and the indemnified party Indemnified Party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party Indemnified Party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified partyIndemnified Party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party Indemnified Party in order to adequately represent the indemnified partiesIndemnified Parties) for the indemnified party Indemnified Party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (such consent not to be unreasonably withheld, delayed or conditioned). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified partyIndemnified Party, of a release from all liability in respect of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partyIndemnified Party.

Indemnification Procedures. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred Any person entitled to in Section 5.1 and Section 5.2 hereof, the indemnified party will, if a claim in respect thereof is to be made or may be made against an indemnifying party, indemnification hereunder shall (i) give written prompt notice to such indemnifying party of the commencement of the action. The failure of any indemnified party to give notice shall not relieve the indemnifying party of its obligations in this Article V, except any claim with respect to the extent that the which it seeks indemnification and (ii) permit such indemnifying party is actually prejudiced by the failure to give notice. If any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action such claim with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party ; provided that any person entitled to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party indemnification hereunder shall have the right to employ separate counsel in any action or proceeding and to participate in the defense thereofof such claim, but the fees and expenses of such counsel shall be at the expense of such indemnified party’s expense person, unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (iia) the indemnifying party has not assumed agreed to pay such fees or expenses, or (b) the indemnifying party shall have failed to assume the defense of such claim and employed employ counsel reasonably satisfactory to such person or (c) in the indemnified party within thirty (30) days after notice reasonable judgment of any such action or proceedingperson, or (iii) the named parties to any based upon written advice of its counsel, a conflict of interest exists between such action or proceeding (including any impleaded parties) include the indemnified party person and the indemnifying party and with respect to such claims (in which case, if the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to person notifies the indemnifying party (in which case writing that such person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action or proceeding claim on behalf of such person); and provided, further, that the failure of any indemnified party)party to give notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, it being understood, however, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood and agreed that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions claim in the same jurisdiction arising out of the same general allegations or circumstancesjurisdiction, be liable for the reasonable fees and or expenses of more than one separate firm of attorneys (in addition to at any time for all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the such indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will will, except with the consent of the indemnified party, consent to entry of any judgment or enter into any settlement which that (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff, plaintiff to the such indemnified party, party of a release from all liability in respect of such claim or litigation or (ii) involves that includes the imposition granting of any equitable remedies relief or the imposition admission by the indemnified party of its officers, directors, managers, partners or affiliates of any non-financial obligations on the indemnified partylegal, regulatory or ethical violations.

Indemnification Procedures. (a) Promptly after receipt by an indemnified party Indemnitee under this Article 9 of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving a claim referred to in Section 5.1 and Section 5.2 hereofan Indemnified Liability, the indemnified party willsuch Indemnitee shall, if a claim for indemnification in respect thereof is to be made or may be made against an any indemnifying partyparty under this Article 9, give deliver to the indemnifying party a written notice to such indemnifying party of the commencement of the action. The failure of any indemnified party to give notice shall not relieve thereof, and the indemnifying party of its obligations in this Article V, except to the extent that the indemnifying party is actually prejudiced by the failure to give notice. If any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in in, and, to the extent the indemnifying party so desires, to assume control of the defense thereofthereof with counsel reasonably satisfactory to such indemnified party; provided, but however, that an Indemnitee shall have the right to retain its own counsel with the fees and expenses of such not more than one counsel shall for all Indemnitees to be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing paid by the indemnifying party, which authorization shall not be unreasonably withheldif, (ii) in the reasonable opinion of counsel to the Indemnitee, the representation by such counsel of the Indemnitee and the indemnifying party has not assumed would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceeding. Legal counsel for any Indemnitees referred to in the immediately preceding sentence shall be selected by the Majority Holders. The Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and Indemnified Liabilities by the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available furnish to the indemnifying party (in which case all information reasonably available to the Indemnitee that relates to such action or Indemnified Liabilities. The indemnifying party shall not have keep the right Indemnitee fully apprised at all times as to assume the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of such action any action, claim or proceeding on behalf of the indemnified party)effected without its prior written consent, it being understoodprovided, however, that the indemnifying party shall notnot unreasonably withhold, in connection with any one such action delay or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without condition its consent (not to be unreasonably withheld)consent. No indemnifying party will shall, without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld, conditioned or delayed, consent to entry of any judgment or enter into any settlement or other compromise which (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff, plaintiff to the indemnified party, such Indemnitee of a release from all liability in respect to such Indemnified Liabilities or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of such claim the Indemnitee with respect to all third parties, firms or litigation or (ii) involves corporations relating to the imposition matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of equitable remedies or the imposition commencement of any non-financial obligations on such action shall not relieve such indemnifying party of any liability to the indemnified partyIndemnitee under Article 9, except to the extent that the indemnifying party is prejudiced in its ability to defend such action. (b) The indemnity agreements contained herein shall be in addition to any cause of action or similar right of the Indemnitee against the indemnifying party or others, and any liabilities the indemnifying party may be subject to pursuant to the law. Notwithstanding the foregoing, in no event shall the Company or any Investor be liable to any Indemnitee for any consequential, special, punitive or other indirect damages.

Indemnification Procedures. Promptly after receipt by an The indemnified party shall (i) give -------------------------- the indemnifying party prompt written notice of such action, or proceeding (and in no event more than seven (7) Business Days following the indemnified party's receipt of notice of such suit, action or proceeding), (ii) at the commencement of any action involving a indemnifying party's request and expense, permit the indemnifying party, through its counsel, to defend such claim referred or suit, and (iii) give the indemnifying party reasonable information, assistance and authority to do so. To the extent the indemnified party fails to provide notice as required above and such failure hinders the indemnifying party's ability to perform its indemnification obligations set forth in Section 5.1 3.5, then such indemnification obligations shall be waived to an extent commensurate with the hindrance caused by such delay in notification or failure to notify. The indemnifying party shall have exclusive control of the defense if it elects to defend any such suit, including appeals, negotiations and Section 5.2 hereofthe right to effect a settlement or compromise thereof (provided that, as a condition to any such settlement or compromise, the indemnified party will, if a claim in respect thereof is to be made shall not incur any liability or obligation). The indemnified party may be made against an represented by counsel at its own expense in any action being defended by the indemnifying party. Notwithstanding anything to the contrary contained in the foregoing, give written notice to such indemnifying party of in the commencement of event Service Provider is the action. The failure of any indemnified party with respect to give notice shall not relieve the indemnifying party of its obligations in this Article Vany intellectual property claim, except to the extent that the indemnifying party is actually prejudiced by the failure to give notice. If any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party Service Provider shall have the right to employ separate counsel in exclusive control of the defense, at Recipient's reasonable cost and expense, if it elects to defend any action such suit, including appeals, negotiations and the right to effect a settlement or proceeding and compromise thereof; provided, however that Recipient shall have the right to participate in settlement negotiations, if any, and shall have the defense thereof, but the fees and expenses of right to approve such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying partysettlement, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense delayed or conditioned. Recipient shall reimburse Service Provider for all of Service Provider's reasonable costs and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, expenses in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees defense and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment damages or enter into other liability in connection therewith, including any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, of a release from all liability in respect of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partyobligations.

Indemnification Procedures. Promptly after receipt In case any claim or proceeding (including, without limitation, any claim, investigation or proceeding by an any governmental authority) shall be instituted affecting any indemnified party person in respect of notice of the commencement of any action involving a claim referred which indemnity will be sought pursuant to in Section 5.1 and 8.2 or Section 5.2 8.3 hereof, such indemnified person shall promptly (considering the circumstances) notify the indemnifying person in writing, and the indemnifying person, within thirty (30) days following such notification from the indemnified party willperson, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such indemnifying party of the commencement of the action. The failure of any indemnified party to give notice shall not relieve the indemnifying party of its obligations in this Article V, except to the extent that the indemnifying party is actually prejudiced by the failure to give notice. If any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with retain counsel reasonably satisfactory to the indemnified partyperson (which satisfaction shall not be unreasonably delayed, withheld or conditioned) to represent the indemnified person and any others the indemnifying person may designate in such proceeding, and after notice from shall pay the indemnifying party fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party person shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereofretain its own counsel, but the fees and expenses disbursements of such counsel shall be at the expense of such indemnified party’s expense unless person unless: (i) the employment of such indemnifying person shall have failed to retain counsel has been specifically authorized in writing by for the indemnifying party, which authorization shall not be unreasonably withheldindemnified person as required herein; or, (ii) counsel retained by the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to person for the indemnified party within thirty (30) days after notice of person would be inappropriate due to actual or potential differing interests between such indemnified person and any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised other person represented by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, proceeding. It is understood that the indemnifying party person shall not, in connection with any one such action or separate but substantially similar proceeding or related actions proceedings in the same jurisdiction arising out of the same general allegations or circumstancesjurisdiction, be liable for the reasonable fees and expenses disbursements of more than one separate firm of attorneys (qualified in addition such jurisdiction to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and act as counsel for the indemnified party in order to adequately represent the indemnified parties) person. The indemnifying person shall not be liable for any settlement of any proceeding effected without its written consent, but, if settled with such consent, or upon a final judgment for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying partyplaintiff, the indemnifying party will person shall, to the extent required pursuant to the terms of this Article VII, indemnify the indemnified person from and against any and all Liabilities by reason of such settlement or judgment. The indemnified person shall also have the right to consent in writing in advance of any such settlement, but such consent shall not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld. If any third-party claim is made for which indemnification is asserted hereunder (a “Third-Party Claim”), or in the event any claim for indemnification is made directly by one party against the other (a “Direct Claim”), in the event such Third-Party Claim or Direct Claim is unsuccessful, the party against whom such claim for indemnification is made shall be entitled to recover from the party claiming a right to indemnification all Liabilities incurred by the party against whom such claim for indemnification is made in the defense of such Third-Party Claim or Direct Claim for indemnification. No indemnifying party will consent to entry pre-proceeding settlement of any judgment or enter into any settlement item which (i) does will give rise to a claim for indemnification hereunder shall be effected in the absence of the prior written consent of the indemnifying person, which consent shall not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, of a release from all liability in respect of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partybe unreasonably withheld.

Indemnification Procedures. Promptly after receipt by an indemnified party Indemnitee of written notice of the commencement of any action involving or proceeding with respect to which a claim referred for indemnification may be made pursuant to in this Section 5.1 and Section 5.2 hereof3.4, the indemnified party such Indemnitee will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such indemnifying party the latter of the commencement of such action or proceeding; provided that the action. The failure of any indemnified party the Indemnitee to give notice as provided herein shall not relieve the indemnifying party of its obligations in under this Article VSection 3.4, except to the extent that the indemnifying party is actually materially prejudiced by the such failure to give notice. If In case any such action or proceeding is brought against an indemnified partyIndemnitee, the indemnifying party will be entitled to participate in and to assume the defense of thereof (at its expense), jointly with any other indemnifying party similarly notified to the action extent that it may wish, with counsel reasonably satisfactory to the indemnified partysuch Indemnitee, and after notice from the indemnifying party to such indemnified party Indemnitee of its election so to assume the defense of the actionthereof, the indemnifying party will not be liable to such indemnified party Indemnitee for any legal or other expenses subsequently incurred by the latter in connection with the action’s defense thereof other than reasonable costs of investigationinvestigation and shall have no liability for any settlement made by the Indemnitee without the consent of the indemnifying party, such consent not to be unreasonably withheld. An indemnified Notwithstanding the foregoing, if an Indemnitee reasonably objects to such assumption of defense on the grounds that a conflict of interest between such Indemnitee and the indemnifying parties may exist in respect of such action or proceeding or the indemnifying party does not assume the defense of any such action or proceeding within a reasonable time after notice of commencement, or does not vigorously defend, the Indemnitee shall have the right to employ separate counsel in any action assume or proceeding and participate in the continue its own defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available shall, subject to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstancesSection 3.4.4, be liable for any reasonable expenses therefor, but in no event will bear the reasonable fees and expenses of for more than one separate firm of attorneys (counsel for all Indemnitees in addition to all local counsel which is necessary, each jurisdiction who shall be approved by the Board of Directors in the good faith opinion disposition in respect of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all which such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense indemnification is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld)sought. No indemnifying party will settle any action or proceeding or consent to the entry of any judgment without the prior written consent of the Indemnitee, unless such settlement or enter into any settlement which judgment (i) does not include includes as an unconditional term thereof the giving by the claimant or plaintiff, to the indemnified party, plaintiff of a release to such Indemnitee from all liability in respect of such claim action or litigation or proceeding and (ii) involves does not involve the imposition of equitable remedies or the imposition of any non-obligations on such Indemnitee and does not otherwise adversely affect such Indemnitee, other than as a result of the imposition of financial obligations on the for which such Indemnitee will be indemnified partyhereunder.

Indemnification Procedures. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in Section 5.1 6.1 and Section 5.2 6.2 hereof, the indemnified party will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such indemnifying party of the commencement of the action. The failure of any indemnified party to give notice shall not relieve the indemnifying party of its obligations in this Article VVI, except to the extent that the indemnifying party is actually prejudiced by the failure to give notice. If any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (ia) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, ; (iib) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any such action or proceeding, ; or (iiic) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (ia) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, of a release from all liability in respect of such claim or litigation litigation; or (iib) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified party.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Article VI or any affiliate, partners, directors, agents, employees and controlling persons, as the case may be, of notice of the any claim or other commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereofrespect of which indemnity may be sought, the such indemnified party will, if a claim in respect thereof will notify each party against whom indemnification is to be made sought in writing of the receipt or may be made against commencement thereof (but the failure so to notify an indemnifying party, give written notice party shall not relieve it from any liability or obligation that it may have under this Article VI or otherwise unless the failure to such notify promptly shall actually prejudice or harm the indemnifying party of the commencement of the action. The and in such case, such failure of will not in any indemnified party to give notice shall not event relieve the indemnifying party of its from any obligations other than the indemnification obligation provided in this Article V, except to the extent that the indemnifying party is actually prejudiced by the failure to give noticeVI). If any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the The indemnifying party shall not have the right to assume the defense of such claim or action or proceeding on behalf (including the employment of counsel reasonably satisfactory to the indemnified partyparties and the payment of fees and expenses of such counsel), it being understood, however, that . The indemnified party shall cooperate with the indemnifying party and such party's counsel in the defense of such claim or action. The indemnifying party shall not, not in connection with any one such claim or action or separate but substantially similar related claims or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition for all of the indemnified parties unless the defense of one indemnified party is unique or separate from that of another indemnified party or one or more legal defenses are available to all local counsel which is necessary, in an indemnified party but not to other indemnified parties subject to the good faith opinion of both counsel for same claim or action. In the event the indemnifying party and counsel for does not promptly assume the defense of a claim or action, the indemnified party in order parties shall have the right to adequately represent employ counsel reasonably satisfactory to the indemnified parties) for , at their expense, to defend such claim or action. The indemnified party shall not admit any liability with respect to the claim or action or settle, compromise, pay or discharge the same without the prior written consent of the indemnifying party so long as the indemnifying party is reasonably contesting or defending the same in good faith. The indemnifying party shall not compromise, settle or discharge any claim or action without the indemnified party's consent, as applicable, which consent will not be unreasonably withheld, unless there is no finding or admission of any violation of any law against the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense the sole relief is assumed monetary damages paid in full by the indemnifying party, the indemnifying party will not be subject . Any right to trial by jury with respect to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry action or proceeding arising in connection with or as a result of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving matter referred to in this Agreement is hereby waived by the claimant parties hereto. The provisions of this Article VI shall survive any termination or plaintiff, to the indemnified party, completion of a release from all liability in respect of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partythis Agreement.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 12 of any claim or notice of the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereofaction, the such indemnified party will, if a claim in respect thereof is to be made or may be made against an the indemnifying partyparty under this Section 12, give written notice to such notify the indemnifying party of the commencement of thereof; but the action. The failure of any indemnified omission so to notify the indemnifying party to give notice shall will not relieve the indemnifying party of its obligations in this Article Vfrom any liability which it may have to any indemnified party, except to the extent that the indemnifying party is actually did not otherwise have knowledge of the assertion of such claim or the commencement of the action and the indemnifying party’s ability to defend against the claim or action was prejudiced by the failure to give noticesuch failure. If In case any such action is brought against an any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in and in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, reasonably assume the defense of the action with counsel reasonably satisfactory thereof, subject to the indemnified partyprovisions herein stated, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense of the actionthereof, the indemnifying party will not be liable to such indemnified party under this Section 12 for any legal or other expenses subsequently incurred by the latter such indemnified party in connection with the action’s defense thereof other than reasonable costs of investigation, unless the indemnifying party shall not pursue the action to its final conclusion. An The indemnified party shall have the right to employ separate counsel in any such action or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at such the expense of the indemnifying party if the indemnifying party has assumed the defense of the action with counsel reasonably satisfactory to the indemnified party’s ; provided, however, that if the indemnified party is a Warrantholder or a holder of Shares or a person who controls a Warrantholder or a holder of Shares within the meaning of the Act, the fees and expenses of such counsel shall be at the expense unless of the indemnifying party if (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, party or (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (action, including any impleaded parties) , include the indemnified party both a Warrantholder or a holder of Shares or such controlling person and the indemnifying party and the indemnified party a Warrantholder or a holder of Shares or such controlling person shall have been advised by such counsel that there may it would be advisable for such Warrantholder or holder of the Shares to assert one or more legal defenses available to the indemnified party that a Warrantholder or a holder of Shares or controlling person which are different from or additional to those in conflict with any legal defenses which may be available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party)a Warrantholder or a holder of Shares or such controlling person, it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (for the Warrantholder, the holders of the Shares and their controlling persons, which firm shall be designated in addition to all local counsel which is necessary, writing by a majority in interest of such holders and controlling persons based upon the value of the securities included in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheldRegistration Statement). No indemnifying party will consent to entry settlement of any judgment or enter into any settlement which (i) does not include as action against an unconditional term indemnified party shall be made without the giving by the claimant or plaintiff, to consent of the indemnified partyand the indemnifying parties, which shall not be unreasonably withheld in light of a release from all liability in respect factors of importance to such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partyparties.

Indemnification Procedures. Promptly after receipt by an indemnified party Indemnitee of written notice of the commencement of any action involving or proceeding with respect to which a claim referred for indemnification may be made pursuant to in this Section 5.1 and Section 5.2 hereof3.4, the indemnified party such Indemnitee will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such indemnifying party the latter of the commencement of such action or proceeding; provided that the action. The failure of any indemnified party the Indemnitee to give notice shall as provided herein will not relieve the indemnifying party of its obligations in under this Article VSection 3.4, except to the extent that the indemnifying party is actually materially prejudiced by the such failure to give notice. If In case any such action or proceeding is brought against an indemnified partyIndemnitee, the indemnifying party will be entitled to participate in and to assume the defense of thereof (at its expense), jointly with any other indemnifying party similarly notified to the action extent that it may wish, with counsel reasonably satisfactory to the indemnified partysuch Indemnitee, and after notice from the indemnifying party to such indemnified party Indemnitee of its election so to assume the defense of the actionthereof, the indemnifying party will not be liable to such indemnified party Indemnitee for any legal or other expenses subsequently incurred by the latter in connection with the action’s defense thereof other than reasonable costs of investigation. An indemnified party shall investigation and will have no liability for any settlement made by the right to employ separate counsel in any action or proceeding and participate in Indemnitee without the defense thereof, but the fees and expenses consent of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall such consent not to be unreasonably withheld. Notwithstanding the foregoing, (ii) if in such Indemnitee’s reasonable judgment a conflict of interest between such Indemnitee and the indemnifying parties may exist in respect of such action or proceeding or the indemnifying party has does not assumed assume the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any such action or proceedingproceeding within a reasonable time after notice of commencement, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not Indemnitee will have the right to assume the or continue its own defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability liable for any settlement made without its consent (not to reasonable expenses therefor, but in no event will bear the expenses for more than one firm of counsel for all Indemnitees in each jurisdiction who will be unreasonably withheld)approved by the ▇▇▇▇ Funds in the registration in respect of which such indemnification is sought. No indemnifying party will settle any action or proceeding or consent to the entry of any judgment without the prior written consent of the Indemnitee, unless such settlement or enter into any settlement which judgment (i) does not include includes as an unconditional term thereof the giving by the claimant or plaintiff, to the indemnified party, plaintiff of a release to such Indemnitee from all liability in respect of such claim action or litigation or proceeding and (ii) involves does not involve the imposition of equitable remedies or the imposition of any non-obligations on such Indemnitee and does not otherwise adversely affect such Indemnitee, other than as a result of the imposition of financial obligations on the for which such Indemnitee will be indemnified partyhereunder.

Indemnification Procedures. Promptly after receipt by an indemnified party of notice of the commencement of (a) A claim for indemnification for any action matter not involving a third party claim referred shall be asserted by notice to in Section 5.1 and Section 5.2 hereofthe party from whom indemnification is sought; provided, however, that failure to so notify the indemnifying party shall not preclude the indemnified party will, if a from any indemnification which it may claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such indemnifying party of the commencement of the action. The failure of any indemnified party to give notice shall not relieve the indemnifying party of its obligations in accordance with this Article V, VII except to the extent that the indemnifying party is actually prejudiced as a result of such failure. In the case of any claim for indemnification in respect of a breach of representation or warranty, such claim must be made within the applicable Survival Period for such representation or warranty. In the case of any claim for indemnification in respect of a breach of covenant, such claim must be made within the period of the statute of limitations following the date performance was due. (b) In the event that any Legal Proceedings shall be instituted or any claim or demand shall be asserted by any third party in respect of which indemnification may be sought under Section 7.2 hereof other than Tax Claims, which shall be governed by Section 8.3 (a “Third Party Claim”), the indemnified party shall promptly cause written notice of the assertion of any Third Party Claim to be forwarded to the indemnifying party. The failure of the indemnified party to give noticereasonably prompt notice of any Third Party Claim shall not release, waive or otherwise affect the indemnifying party’s obligations with respect thereto except to the extent that the indemnifying party is actually prejudiced as a result of such failure. If any such action is brought against an indemnified partySubject to the provisions of this Section 7.3, the indemnifying party will be entitled to participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party shall have the right right, at its sole expense, to employ separate be represented by counsel in any action or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying partyits choice, which authorization shall not must be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party (provided that if the indemnifying party is one or more of the Sellers, reasonable expenses shall be reimbursed from the Escrow Account from time to time). The indemnifying party shall have the right, at its sole expense (provided that if the indemnifying party is one or more of the Sellers, reasonable expenses shall be reimbursed from the Escrow Account from time to time), to defend against, negotiate, settle or otherwise deal with any Third Party Claim which relates to any Losses indemnified against hereunder so long as the amount of indemnifiable Losses in respect of such Third Party Claim is not, in the reasonable judgment of Purchaser, reasonably likely to exceed the Cap when aggregated with all other Losses; provided, that the indemnifying party shall have acknowledged in writing to the indemnified party its obligation to indemnify the indemnified party as provided (and subject to any applicable limitations on indemnification) hereunder. If the indemnifying party elects to defend against, negotiate, settle or otherwise deal with any such Third Party Claim, it shall within thirty ten (3010) days after Business Days of its receipt of the indemnified party’s written notice of the assertion of such Third Party Claim notify the indemnified party of its intent to do so; provided, that the indemnifying party must conduct the defense of the Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard. If the indemnifying party elects not to (or is not eligible to) defend against, and (subject to the other limitations set forth in this Agreement) negotiate, settle or otherwise deal with any Third Party Claim which relates to any Losses indemnified against hereunder, fails to notify the indemnified party of its election as herein provided or contests its obligation to indemnify the indemnified party for such Losses under this Agreement, this shall not waive the indemnifying party’s right to dispute that it is obligated to indemnify the indemnified party hereunder, and the indemnified party may defend against, negotiate, settle or otherwise deal with such Third Party Claim. If the indemnified party defends any Third Party Claim for which the indemnifying party is liable to indemnify it hereunder, then the indemnifying party shall reimburse the indemnified party (subject to any applicable limitations on indemnification hereunder) for the expenses of defending such Third Party Claim upon submission of periodic bills. If the indemnifying party shall assume the defense of any Third Party Claim, the indemnified party may participate in (but not control), at his or its own expense, the defense of such Third Party Claim; provided, however, that such indemnified party shall be entitled to participate in (but not control) any such action or proceeding, defense with separate counsel at the expense of the indemnifying party if (i) so requested by the indemnifying party to participate or (iiiii) in the named parties reasonable opinion of counsel to any such action the indemnified party, a conflict or proceeding (including any impleaded parties) include potential conflict of interests exists between the indemnified party and the indemnifying party that would make such separate representation advisable; and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party)provided, it being understood, howeverfurther, that the indemnifying party shall not, not be required to pay for more than one such counsel for all indemnified parties in connection with any one Third Party Claim. The parties hereto agree to provide reasonable access to the other to such action documents and information as may be reasonably requested in connection with the defense, negotiation or separate but substantially similar or related actions settlement of any such Third Party Claim. (c) Notwithstanding anything in this Section 7.3 to the same jurisdiction arising out contrary, upon assuming the defense of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying partyany Third Party Claim, the indemnifying party will shall not, without the written consent of the indemnified party (which shall not be subject to unreasonably withheld or delayed), settle or compromise any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will Third Party Claim or permit a default or consent to entry of any judgment unless such settlement or enter into any settlement which judgment (i) does not include as relates solely to monetary damages for which the indemnifying party shall be responsible and (ii) includes an unconditional term unqualified release of the giving by indemnified party from all liability in respect of the claimant or plaintiffThird Party Claim. If the indemnifying party makes any payment on any Third Party Claim, the indemnifying party shall be subrogated, to the extent of such payment, to all rights and remedies of the indemnified party to any insurance benefits or other claims of the indemnified party with respect to such Third Party Claim (less any fees and expenses (including any increase in insurance premiums) incurred in obtaining such recovery); provided, that the indemnifying party shall take commercially reasonable efforts to prevent any disruption or interference with the indemnified party’s commercial relationships. (d) After any final decision, judgment or award shall have been rendered by a Governmental Body of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, or the indemnified party and the indemnifying party shall have arrived at a mutually binding agreement, in each case with respect to an Third Party Claim hereunder, the indemnified party shall forward to the indemnifying party notice of any sums due and owing by the indemnifying party pursuant to this Agreement with respect to such matter and the indemnifying party shall pay all of such remaining sums so due and owing to the indemnified party in accordance with Section 7.5 by wire transfer of immediately available funds within five (5) Business Days after the date of such notice. (e) Notwithstanding anything to the contrary herein, the Sellers shall have control with respect to the defense of the matters related to the Ulesfia Pre-Closing Losses and the TCPA Matters; provided, that the Sellers must conduct the defense of such matters (i) in good faith and (ii) actively and diligently to preserve all rights of the Company Entities. Additionally, the Sellers shall keep Purchaser informed of developments with respect to the foregoing matters and will provide any documentation related to such matters to Purchaser upon its reasonable request. The Sellers may settle or compromise the matters related to the Ulesfia Pre-Closing Losses and TCPA Matters in the Seller’ reasonable discretion without the written consent of Purchaser so long as such settlement or compromise (i) relates solely to monetary damages for which the Sellers shall ultimately be responsible and (ii) includes an unqualified release of all members of the Company Group from all liability in respect of such claim matters. For the avoidance of doubt, and without limiting the foregoing, Purchaser’s consent shall be required if such settlement or litigation compromise would require (i) the payment by any member of the Company Group of any aggregate Losses in excess of the remaining Indemnity Amount or (ii) involves the imposition of equitable remedies or the imposition of any a non-financial obligations on monetary remedy applicable to any member of the indemnified partyCompany Group that is adverse to the ownership or operation of the Company’s ongoing business. Purchaser agrees that any and all claims of the Company Group against any third party arising out of the TCPA Matters, and all rights to any recoveries received thereby, are hereby transferred to the Sellers.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 10 of notice of the threat or commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereofaction, the such indemnified party will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such party under this Section 10 promptly notify the indemnifying party of in writing thereof, but the commencement of omission to notify the action. The failure of indemnifying party will not relieve it from any liability that it may have to any indemnified party to give notice shall not relieve for contribution or otherwise under the indemnifying party of its obligations indemnity agreement contained in this Article V, except Section 10 to the extent that the indemnifying party it is actually not prejudiced by the failure to give noticeas a result of such failure. If In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnified indemnifying party, the indemnifying party will be entitled to participate in and in, and, to the extent that it may wish, jointly with all other indemnifying parties similarly notified, to assume the defense of the action thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party, and after the indemnifying party and the indemnified party shall have reasonably concluded, based on an opinion of counsel reasonably satisfactory to the indemnifying party, that there may be a conflict of interest between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election to assume the defense of such action and approval by the actionindemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 10 for any legal or other expenses subsequently incurred by the latter such indemnified party in connection with the action’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense thereof unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by employed such counsel that there may be one or more in connection with the assumption of legal defenses available in accordance with the proviso to the indemnified party that are different from or additional to those available to the indemnifying party preceding sentence (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, not be liable for the expenses of more than one separate counsel, reasonably satisfactory to such indemnifying party, representing all of the indemnified parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of action, in each of which cases the reasonable fees and expenses of more than one separate firm counsel shall be at the expense of attorneys (the indemnifying party. The indemnifying party shall not be liable for any settlement of any action without its written consent. In no event shall any indemnifying party be liable in addition to all local counsel which is necessary, respect of any amounts paid in the good faith opinion settlement of both counsel for any action unless the indemnifying party and counsel for shall have approved in writing the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and terms of such settlement; provided, that all such fees and expenses consent shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will shall, without the prior written consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a release party and indemnification could have been sought hereunder by such indemnified party from all liability in respect on claims that are the subject matter of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partyproceeding.

Indemnification Procedures. (a) Promptly after receipt by an indemnified party indemnitee of any written claim or notice of the commencement of any action involving giving rise to a claim referred to in Section 5.1 and Section 5.2 hereoffor indemnification by the indemnitee, the indemnified party will, if a indemnitee shall so notify the indemnitor and shall provide copies of such claim in respect thereof is or any documents relating to be made or may be made against an indemnifying party, give written notice to such indemnifying party of the commencement of the action. The No failure of any indemnified party to give notice so notify an indemnitor shall not relieve the indemnifying party indemnitor of its obligations in under this Article V, Master Agreement except to the extent that the indemnifying party failure or delay is actually prejudiced by prejudicial. Within thirty (30) days following receipt of such written notice, but in any event no later than ten (10) days before the failure to give notice. If deadline for any such action is brought against an indemnified partyresponsive pleading, the indemnifying party will indemnitor shall notify the indemnitee in writing (a "Notice of Assumption of Defense") if the indemnitor elects to assume control of the defense and settlement of such claim or action. (b) If the indemnitor delivers a Notice of Assumption of Defense with respect to a claim within the required period, the indemnitor shall have sole control over the defense and settlement of such claim; provided, however, that (i) the indemnitee shall be entitled to participate in and to assume the defense of such claim and to employ counsel at its own expense to assist in the action with counsel reasonably satisfactory to handling of such claim and (ii) the indemnified party, and after notice from indemnitor shall obtain the indemnifying party to such indemnified party of its election to assume defense prior written approval of the actionindemnitee before entering into any settlement of such claim or ceasing to defend against such claim. After the indemnitor has delivered a timely Notice of Assumption of Defense relating to any claim, the indemnifying party will indemnitor shall not be liable to such indemnified party the indemnitee for any legal or other expenses incurred by the latter such indemnitee in connection with the action’s defense other than reasonable costs of investigationsuch claim; provided, that the indemnitor shall pay for separate counsel for the indemnitee to the extent that conflicts or potential conflicts of interest between the Parties so require. In addition, the indemnitor shall not be required to indemnify the indemnitee for any amount paid by such indemnitee in the settlement of any claim for which the indemnitor has delivered a timely Notice of Assumption of Defense if such amount was agreed to without prior written consent of the indemnitor, which shall not be unreasonably withheld or delayed in the case of monetary claims. An indemnified party indemnitor may withhold consent to settlement of claims of infringement affecting its proprietary rights in its sole discretion. (c) If the indemnitor does not deliver a Notice of Assumption of Defense relating to a claim within the required notice period, the indemnitee shall have the right to employ separate counsel defend the claim in any action or proceeding such a manner as it may deem appropriate, at the cost and participate in expense of the defense thereof, but indemnitor. The indemnitor shall promptly reimburse the fees indemnitee for all such costs and expenses of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, of a release from all liability in respect of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partytherefor.

Indemnification Procedures. Promptly after receipt by an indemnified party Indemnitee of written notice of the commencement of any action involving or proceeding with respect to which a claim referred for indemnification may be made pursuant to in this Section 5.1 and Section 5.2 hereof8.4, the indemnified party such Indemnitee will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such indemnifying party the latter of the commencement of such action or proceeding; provided that the action. The failure of any indemnified party the Indemnitee to give notice as provided herein shall not relieve the indemnifying party of its obligations in under this Article VSection 8.4, except to the extent that the indemnifying party is actually materially prejudiced by the such failure to give notice. If In case any such action or proceeding is brought against an indemnified partyIndemnitee, the indemnifying party will be entitled to participate in and to assume the defense of thereof (at its expense), jointly with any other indemnifying party similarly notified to the action extent that it may wish, with counsel reasonably satisfactory to the indemnified partysuch Indemnitee, and after notice from the indemnifying party to such indemnified party Indemnitee of its election so to assume the defense of the actionthereof, the indemnifying party will not be liable to such indemnified party Indemnitee for any legal or other expenses subsequently incurred by the latter in connection with the action’s defense thereof other than reasonable costs of investigationinvestigation and shall have no liability for any settlement made by the Indemnitee without the consent of the indemnifying party, such consent not to be unreasonably withheld. An indemnified Notwithstanding the foregoing, if in such Indemnitee’s reasonable judgment a conflict of interest between such Indemnitee and the indemnifying parties may exist in respect of such action or proceeding or the indemnifying party does not assume the defense of any such action or proceeding within a reasonable time after notice of commencement, the Indemnitee shall have the right to employ separate counsel in any action assume or proceeding and participate in the continue its own defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and shall be liable for any reasonable expenses therefor, but in no event will bear the indemnified party expenses for more than a single legal counsel for all Indemnitees in each jurisdiction who shall have been advised be approved by the Principal Participating Holders in the registration in respect of which such counsel that indemnification is sought, unless there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (is a conflict of interest among Indemnitees, in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld)additional counsel. No indemnifying party will settle any action or proceeding or consent to the entry of any judgment without the prior written consent of the Indemnitee, unless such settlement or enter into any settlement which judgment (i) does not include includes as an unconditional term thereof the giving by the claimant or plaintiff, to the indemnified party, plaintiff of a release to such Indemnitee from all liability in respect of such claim action or litigation or proceeding and (ii) involves does not involve the imposition of equitable remedies or the imposition of any non-obligations on such Indemnitee and does not otherwise adversely affect such Indemnitee, other than as a result of the imposition of financial obligations on the for which such Indemnitee will be fully indemnified partyhereunder.

Indemnification Procedures. Promptly after receipt The obligations and liabilities of each indemnifying party hereunder with respect to claims resulting from the assertion of liability by an the other party or indemnified third parties shall be subject to the following terms and conditions: (a) The indemnified party of shall give prompt written notice of (which in no event shall exceed 30 days from the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereof, date on which the indemnified party will, if a first became aware of such claim in respect thereof is or assertion) to be made or may be made against an indemnifying party, give written notice to such the indemnifying party of any claim which might give rise to a claim by the commencement indemnified party against the indemnifying party based on the indemnity agreements contained in Article VII hereof, stating the nature and basis of said claims and the actionamounts thereof, to the extent known. The failure of to so notify, or any indemnified delay in so notifying, the indemnifying party to give notice shall will not relieve the indemnifying party of its obligations in this under Article VVII, except solely to the extent that the indemnifying party is can demonstrate that such failure actually prejudiced and materially prejudices the defense of the Action by the failure to give indemnifying party. Within 10 days of delivery of such notice. If any such action is brought against an indemnified party, the indemnifying party will shall advise the indemnified party (i) whether it disputes the claim for indemnification and (ii) whether the indemnifying party desires at its sole cost and expense to defend such Action. (b) In the event that the indemnifying party notifies the indemnified party within the notice period specified in clause (a) of this Section 7.04 that the indemnifying party does not dispute the indemnifying party's obligation to indemnify hereunder and desires to defend the indemnified party against such claim and, except as hereunder provided, the indemnifying party shall have the right to defend by appropriate proceedings, which proceedings shall be entitled promptly settled or prosecuted by the indemnifying party to participate final conclusion; provided that, unless the indemnified party otherwise agrees, the indemnifying party may not compromise or settle any matter (in whole or in part) (i) without obtaining a complete and to assume the defense unconditional release of the action with counsel reasonably satisfactory to the indemnified party, (ii) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party, and after notice from (iii) unless there is no finding or admission of any violation of law or any violation of the rights of any other Person and no effect on any claims that may be made against the indemnified party. If the indemnifying party elects not to defend the indemnified party against such claim, whether by failure of the indemnifying party to give the indemnified party timely notice as provided above or otherwise, then the indemnified party may assume the defense thereof, shall have the right to undertake the defense of, compromise or settle such proceedings and the indemnifying party shall, upon request of the indemnified party, pay to such indemnified party party, in accordance with the terms of its election to assume defense this Article VII, the amount of Losses resulting from such proceeding; provided, however, that such proceeding shall not be compromised or settled without the written consent of the actionindemnifying party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, the indemnifying party's right to object to any proposed compromise or settlement shall be conditioned upon such indemnifying party will not be liable acknowledging to such the indemnified party that such indemnifying party shall be solely responsible (as between the indemnifying party and the indemnified party) for all liabilities and obligations arising from the matter proposed to be compromised or settled. If any legal Action, suit or other expenses incurred proceeding is brought against the indemnified party with respect to which the indemnifying party may have liability under the indemnity agreements contained in Article VII hereof, the Action, suit or proceeding shall, upon the written acknowledgment by the latter in connection with indemnifying party that it is obligated to indemnify under such indemnity agreement, be defended (including all proceedings on appeal or for review which counsel for the action’s defense other than reasonable costs of investigationindemnified party shall deem appropriate) by the indemnifying party. An The indemnified party shall have the right to employ separate its own counsel in any action or proceeding and participate in the defense thereofsuch case, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, of a release from all liability in respect of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified party.and

Indemnification Procedures. Promptly after receipt (a) A claim for indemnification for any matter not involving a third party claim may be asserted by an notice to the party from whom indemnification is sought; provided that failure to so notify the indemnifying party shall not preclude the indemnified party of from any indemnification which it may claim in accordance with this ARTICLE 6. (b) If any indemnified party receives notice of the assertion or commencement of any action involving made or brought by any Person who is not a claim referred party to in Section 5.1 and Section 5.2 hereofthis Agreement or an Affiliate of a party to this Agreement or a representative of the foregoing (a “Third Party Claim”) against such indemnified party with respect to which the indemnifying party is obligated to provide indemnification under this Agreement, the indemnified party will, if a claim in respect thereof is to be made or may be made against an shall give the indemnifying party, give party reasonably prompt written notice to thereof, but in any event not later than 30 calendar days after receipt of such indemnifying party notice of the commencement of the actionsuch Third Party Claim. The failure of any indemnified party to give such prompt written notice shall not not, however, relieve the indemnifying party of its obligations in this Article Vindemnification obligations, except and only to the extent that the indemnifying party is actually prejudiced forfeits rights or defenses by reason of such failure. The indemnifying party shall have the failure right to give notice. If any such action is brought against an participate in, or by giving written notice to the indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of any Third Party Claim at the action with counsel reasonably satisfactory indemnifying party’s expense and by the indemnifying party’s own counsel, and the indemnified party shall cooperate in good faith in such defense; provided, that if the indemnifying party is the Contributor, such indemnifying party shall not have the right to defend or direct the defense of any such Third Party Claim that seeks an injunction or other equitable relief against the indemnified party, and after notice from . In the event that the indemnifying party to such indemnified party of its election to assume assumes the defense of any Third Party Claim, subject to Section 6.3(c), it shall have the actionright to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the indemnifying party will not be liable to such name and on behalf of the indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigationparty. An The indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense of any Third Party Claim with counsel selected by it subject to the indemnifying party’s right to control the defense thereof, but the . The fees and expenses disbursements of such counsel shall be at such the expense of the indemnified party’s expense unless (i) , provided, that if in the employment reasonable opinion of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty party, (30A) days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more are legal defenses available to the an indemnified party that are different from or additional to those available to the indemnifying party; or (B) there exists a conflict of interest between the indemnifying party (in which case and the indemnified party that cannot be waived, the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition counsel to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) each jurisdiction for which the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoicesdetermines counsel is required. Whether or not a defense is assumed by If the indemnifying partyparty elects not to compromise or defend such Third Party Claim, fails to promptly notify the indemnified party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the indemnified party may, subject to Section 6.3(c), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. (c) Notwithstanding any other provision of this Agreement, the indemnifying party will shall not be subject to any liability for any enter into settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term Third Party Claim without the giving by the claimant or plaintiff, to prior written consent of the indemnified party, of a release from all liability in respect of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified party.except as provided in

Indemnification Procedures. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in Section 5.1 4.4(a) and Section 5.2 hereof4.4(b), the indemnified party will, if a resulting claim in respect thereof is to be made or may be made against an and indemnifying party, give written notice to such the indemnifying party of the commencement of the action. The failure of any indemnified party to give notice shall not relieve the indemnifying party of its obligations in this Article VSection 4.4, except to the extent that the indemnifying party is actually prejudiced by the failure to give notice. If any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigationdefense. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) 30 days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, of a release from all liability in respect of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified party.

Indemnification Procedures. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred Any Person entitled to in Section 5.1 and Section 5.2 hereof, the indemnified party will, if a claim in respect thereof is to be made or may be made against an indemnifying party, indemnification hereunder will (i) give prompt written notice to such indemnifying party of the commencement of the action. The failure of any indemnified party to give notice shall not relieve the indemnifying party of its obligations in this Article V, except any claim with respect to the extent which it seeks indemnification (provided that the indemnifying party is actually prejudiced by the failure to give notice. If prompt notice shall not impair any Person’s right to indemnification hereunder to the extent such action is brought against an indemnified party, failure has not adversely affected the indemnifying party will be entitled to participate in party) and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to (ii) unless such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel concluded that there may be one or more legal defenses available to the such indemnified party that are different from or additional to those available to the indemnifying party, which if the indemnifying and indemnified party were to be represented by the same counsel, would result in a conflict of interest for such counsel (in which case the indemnifying party shall not have the right to participate therein with counsel of its choice), permit such indemnifying party to assume the defense of such action or proceeding on behalf claim and after notice from the indemnifying party of its election so to assume the indemnified party)defense thereof, it being understood, however, that the indemnifying party shall not, not be responsible for any legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If such defense is assumed, the indemnifying party may not enter into any one settlement for such claim without the indemnified party’s consent, unless such settlement (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such indemnified party from all liability in respect of such action or separate but substantially similar proceeding, and (ii) does not involve any admission by, the imposition of any non-monetary remedies or related actions in obligations on or otherwise adversely affect any person entitled to indemnification. For purposes of clause (ii) preceding, such settlement may involve the same jurisdiction arising out imposition only of financial obligations, which shall be wholly borne by the same general allegations indemnifying party. An indemnifying party who is not entitled to, or circumstanceselects not to, assume the defense of a claim will not be liable for obligated to pay the reasonable fees and expenses of more than one separate firm of attorneys (in addition counsel for all parties indemnified by such indemnifying party with respect to all local counsel which is necessarysuch claim, unless in the good faith opinion reasonable judgment of both counsel for the indemnifying party and counsel for the any indemnified party in order to adequately represent the indemnified parties) for the a conflict of interest may exist between such indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, of a release from all liability in respect other of such claim or litigation or indemnified parties with respect to such claim, except for conflicts of interest that exist between holders of Investor Registrable Securities and except for conflicts that exist between Stockholders (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partyother than Class B Permitted Holders and Investor Registrable Securities).

Indemnification Procedures. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereofthe preceding Sections of this Article V, the indemnified party will, if a resulting claim in respect thereof is to be made or may be made against an and indemnifying party, give written notice to such the indemnifying party of the commencement of the action. The failure of any indemnified party to give notice shall not relieve the indemnifying party of its obligations in this Article V, except to the extent that the indemnifying party is actually prejudiced by the failure to give notice. If any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigationdefense. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (ia) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (iib) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) 60 days after notice of any such action or proceeding, or (iiic) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld)consent. No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, of a release from all liability in respect of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified party.

Indemnification Procedures. Promptly after receipt by an Each indemnified party of shall give notice of the commencement as promptly as reasonably practicable to each indemnifying party of any action involving a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party will, if a claim or proceeding commenced against it in respect thereof is to be made or of which indemnity may be made against sought hereunder, but failure to so notify an indemnifying party, give written notice to party shall not relieve such indemnifying party of from any liability hereunder to the commencement of the action. The failure of extent it is not materially prejudiced as a result thereof and in any indemnified party to give notice event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of its obligations in this Article V, except to the extent that the indemnifying party is actually prejudiced by the failure to give notice. If any such action is brought against an indemnified party, the indemnifying party will ) also be entitled to participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from . In no event shall the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not or parties be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof, but the fees and expenses of such more than one counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties addition to any such action or proceeding (including any impleaded partieslocal counsel) include the separate from their own counsel for all indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, parties in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the . No indemnifying party and counsel for shall (i) without the prior written consent of the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses parties (which consent shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will , settle or compromise or consent to the entry of any judgment with respect to any litigation, or enter into any settlement investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 7 (iwhether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (A) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (B) does not include a statement as to or an unconditional term the giving admission of fault, culpability or a failure to act by the claimant or plaintiff, to the on behalf of any indemnified party, of a release from all liability in respect of such claim or litigation party or (ii) involves the imposition of equitable remedies or the imposition be liable for any settlement of any non-financial obligations on the indemnified partysuch action effected without its prior written consent (which consent shall not be unreasonably withheld).

Indemnification Procedures. Promptly after receipt by an indemnified party Indemnitee of written notice of the commencement of any action involving or proceeding with respect to which a claim referred for indemnification may be made pursuant to in this Section 5.1 and Section 5.2 hereof3.4, the indemnified party such Indemnitee will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such indemnifying party the latter of the commencement of such action or proceeding; provided that the action. The failure of any indemnified party the Indemnitee to give notice as provided herein shall not relieve the indemnifying party of its obligations in under this Article VSection 3.4, except to the extent that the indemnifying party is actually materially prejudiced by the such failure to give notice. If In case any such action or proceeding is brought against an indemnified partyIndemnitee, the indemnifying party will be entitled to participate in and to assume the defense of thereof (at its expense), jointly with any other indemnifying party similarly notified to the action extent that it may wish, with counsel reasonably satisfactory to the indemnified partysuch Indemnitee, and after notice from the indemnifying party to such indemnified party Indemnitee of its election so to assume the defense of the actionthereof, the indemnifying party will not be liable to such indemnified party Indemnitee for any legal or other expenses subsequently incurred by the latter in connection with the action’s defense thereof other than reasonable costs of investigationinvestigation and shall have no liability for any settlement made by the Indemnitee without the consent of the indemnifying party, such consent not to be unreasonably withheld. An indemnified Notwithstanding the foregoing, if in such Indemnitee's reasonable judgment a conflict of interest between such Indemnitee and the indemnifying parties may exist in respect of such action or proceeding or the indemnifying party does not assume the defense of any such action or proceeding within a reasonable time after notice of commencement, the Indemnitee shall have the right to employ separate assume or continue its own defense and the indemnifying party shall be liable for any reasonable expenses therefor, but in no event will bear the expenses for more than one firm of counsel for all Indemnitees in each jurisdiction who shall be approved by the Principal Participating Holders in the registration in respect of which such indemnification is sought. No indemnifying parry will settle any action or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory or consent to the indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment without the prior written consent of the Indemnitee, unless such settlement or enter into any settlement which judgment (i) does not include includes as an unconditional term thereof the giving by the claimant or plaintiff, to the indemnified party, plaintiff of a release to such Indemnitee from all liability in respect of such claim action or litigation or proceeding and (ii) involves does not involve the imposition of equitable remedies or the imposition of any non-obligations on such Indemnitee and does not otherwise adversely affect such Indemnitee, other than as a result of the imposition of financial obligations on the for which such Indemnitee will be indemnified partyhereunder.

Indemnification Procedures. Promptly after receipt by an indemnified party of notice of the commencement After any Party obtains knowledge of any action involving claim, action, suit or proceeding (collectively a claim referred "Claim") for which it believes it is entitled to indemnification under this Agreement, it shall promptly notify the other Party or Parties, as the case may be, of such Claim in Section 5.1 and Section 5.2 hereofwriting within ten (10) days after such knowledge. Every Party shall cooperate with the other Party or Parties, as the indemnified party willcase may be, if a claim in respect thereof is every reasonable manner (at the Indemnitor's sole expense) to be made or may be made against an indemnifying party, give written notice to such indemnifying party of facilitate the commencement of the action. The failure defense of any indemnified party Claim subject to give notice indemnification hereunder. Indemnitees' failure to promptly notify Indemnitor of a Claim shall not relieve the indemnifying party of its obligations in Indemnitor from any liability under this Article V, except Section to the extent that the indemnifying party Indemnitor is actually prejudiced not materially adversely affected by the failure such delay. With respect to give each such notice. If any such action is brought against an indemnified party, the indemnifying party will be entitled Indemnitor shall, at the Indemnitees' option, immediately take all reasonable action necessary to participate in and minimize any risk or loss to assume the defense of the action with Indemnitees, including retaining counsel reasonably satisfactory to the indemnified party, Indemnitees and after notice from taking such other actions as are necessary to defend the indemnifying party Indemnitees or to discharge the indemnity obligations under this Section. If the Indemnitor does not timely and adequately conduct such indemnified party of its election to assume defense of the actiondefense, the indemnifying party will not be liable Indemnitees may, at their option and at Indemnitor's expense, conduct such defense, contest, litigate or settle the Claim using counsel of their own choice without prejudice to such indemnified party for their right of indemnification under this Section. The Indemnitor shall pay on demand any legal or other expenses liability incurred by the latter Indemnitees under this Section. The Indemnitor shall not settle any claim in connection with which the action’s defense other than reasonable costs Indemnitees are named without the prior written consent of investigationthe Indemnitees, which consent shall not be unreasonably withheld. An indemnified party The Indemnitees shall have the right to employ separate be represented by counsel at their own expense in any action contest, defense, litigation or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing settlement conducted by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory Indemnitor pursuant to the indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, of a release from all liability in respect of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partythis Section.

Indemnification Procedures. Promptly after receipt by In case any proceeding (including -------------------------- any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to either paragraph (a) or (b) above, such Person (the "indemnified party") shall promptly notify the Person against whom such indemnity may be sought (the "indemnifying party") in writing and the indemnifying party shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceedings and shall pay the fees and disbursements of such counsel relating to such proceeding. The failure or delay of an indemnified party of notice of to notify the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such indemnifying party of the commencement of the action. The failure of any indemnified party with respect to give notice a particular proceeding shall not relieve the indemnifying party of its obligations in from any obligation or liability which it may have pursuant to this Article V, except to the extent that Agreement if the indemnifying party is actually not prejudiced by the such failure to give noticeor delay. If In any such action is brought against an indemnified partyproceeding, the indemnifying party will be entitled to participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereofretain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party’s expense unless . The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent. No indemnifying party shall, without the prior written consent of any indemnified party (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization consent shall not be unreasonably withheld), (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the effect any settlement of any pending or threatened proceeding in respect of which such indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified is a party and the indemnifying party and the indemnified party shall indemnity could have been advised sought hereunder by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, unless such settlement includes an unconditional release of a release such indemnified party from all liability in respect on all claims that are the subject matter of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partyproceeding.

Indemnification Procedures. Promptly after receipt by an An indemnified party of may make claims for indemnification hereunder by giving written notice of thereof to the commencement of any action involving indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim referred to in Section 5.1 and Section 5.2 hereofor liability asserted by a third party, the indemnified party will, if a claim in respect thereof is to be made or may be made against an indemnifying party, shall also give written notice thereof to such the indemnifying party promptly after it receives notice of the commencement of claim or liability being asserted, but the action. The failure of any indemnified party to give notice do so shall not relieve the indemnifying party of its obligations in this Article V, from any liability except to the extent that the indemnifying party it is actually prejudiced by the failure to give or delay in giving such notice. If In any case, such action is brought against an indemnified notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party, . Within twenty (20) days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within twenty (20) days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to participate in and to assume direct the defense of the action against a third party claim or liability with counsel reasonably satisfactory selected by it (subject to the consent of the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization consent shall not be unreasonably withheld, (ii) as long as the indemnifying party has not assumed is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense and employed counsel reasonably satisfactory to the indemnified of a third party within thirty (30) days after notice of any such action claim or proceedingliability at its own expense directly or through counsel; provided, or (iii) however, that if the named parties to any such the action or proceeding (including any impleaded parties) include the indemnified party and both the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to and the indemnified party is advised that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense representation of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in both parties by the same jurisdiction arising out counsel would be inappropriate under applicable standards of the same general allegations or circumstancesprofessional conduct, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to adequately represent dispute and defend a third party claim or liability is given by the indemnified parties) for the indemnified party indemnifying party, or if such good faith and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a diligent defense is assumed not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiffparty, to undertake the indemnified party, of a release from all liability in respect defense of such claim or litigation or liability (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on with counsel selected by the indemnified party), but shall not compromise or settle it without the consent of the indemnifying party, which consent will not be unreasonably withheld or delayed. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Indemnification Procedures. Promptly Each person to be indemnified pursuant to this Section 4.4 will, promptly after its receipt by an indemnified party of written notice of the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereof, the against such indemnified party will, if a claim person in respect thereof is to be made or of which indemnity may be made against sought from an indemnifying partyperson under Section 4.4.1 or Section 4.4.2, give written notice to such notify the indemnifying party person in writing of the commencement of thereof; provided however, that the action. The failure of any indemnified party person to give notice as provided herein shall not relieve the indemnifying party of its obligations in under this Article V, Agreement except to the extent that the such indemnifying party is actually prejudiced by the such failure to give notice. If any such action is shall be brought against any indemnified person and it shall notify an indemnified partyindemnifying person of the commencement thereof, the indemnifying party person will be entitled to participate in and therein, and, to the extent it may desire, jointly with any other indemnifying person similarly notified, to assume the defense of the action thereof with counsel reasonably satisfactory to the such indemnified partyperson, and after notice from the indemnifying party person to such indemnified party person of its election so to assume the defense of the actionthereof, the indemnifying party person will not be liable to such indemnified party Indemnified person under this Article 4 for any legal or other expenses subsequently incurred by the latter such indemnified person in connection with the action’s defense thereof other than reasonable costs of investigation. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense investigation unless (i) the employment indemnified person shall have employed counsel in an action in which the indemnified person and indemnifying person are both defendants and there is a conflict of interest between such parties that would prevent counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheldfrom adequately representing both parties, (ii) the indemnifying party has person shall not assumed the defense and have employed counsel reasonably satisfactory to within the exercise of reasonable judgment of the indemnified party person to represent the indemnified person within thirty (30) days a reasonable time after the notice of any such the commencement of the action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include indemnifying person has authorized the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense employment of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party person at the expense of the indemnifying person. The undertaking contained in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses this Article 4 shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by in addition to any liabilities which the indemnifying party, the indemnifying party will not be subject person may have pursuant to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, of a release from all liability in respect of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partylaw.

Indemnification Procedures. Promptly after receipt by an indemnified party (a) Each of notice of the commencement of any action involving a claim referred Buyer and Seller agrees to in Section 5.1 and Section 5.2 hereof, the indemnified party will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice within thirty (30) days to such indemnifying the other of any claim against the party of giving notice which might give rise to a claim by it against another party hereto based upon the commencement of the actionindemnity provisions contained herein. The failure of any indemnified party to give notice within thirty (30) days as required by this Section 14.5 shall not relieve serve to eliminate or limit the obligation to indemnify unless such failure prejudices the rights of the indemnifying party of its obligations in this Article V, except and then only to the extent that the indemnifying party is actually prejudiced of any damages caused by the failure to give noticenotify. If In the event that any such action action, suit or proceeding is brought against an any party entitled to be indemnified partypursuant to Section 14.1 or 14.2 hereof with respect to which any party hereto may have liability under the indemnity provisions contained herein, the indemnifying party will be entitled party, subject to participate in and to assume the defense satisfaction of the action with counsel reasonably satisfactory to the indemnified party, shall have the right, at its sole cost and after notice from expense, to defend such action in the name and on behalf of the indemnified party and, in connection with any such action, suit or proceeding, the parties hereto agree to render to each other such assistance as may reasonably be required in order to insure the proper and satisfactory defense of any such action, suit or proceeding. If the indemnifying party shall fail to defend such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereofits own counsel, but the fees and expenses of such counsel the indemnified party shall be at such indemnified party’s the expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party. No party hereto shall make settlement of any claim which might give rise to liability of another party hereto under the indemnity provisions contained herein without the written consent of such other party, which authorization consent such other party covenants shall not be unreasonably withheld, (ii) unless the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory failed to the indemnified party within thirty (30) days after notice of any defend such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and then the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available entitled at its sole discretion to settle the action at the expense of the indemnifying party. Any claim for which indemnification occurs hereunder shall be, to the indemnified party that are different from or additional to those available extent appropriate, assigned (without recourse) to the indemnifying party party. (b) Prior to Buyer or Seller asserting any claim under this Article XIV, such claimant shall file, or cause to be filed, a claim with respect to such indemnified claim in which case the indemnifying party question under any applicable insurance policies that may be maintained by such claimant or any affiliate thereof. The allowance or disallowance of such insurance claim shall not have the right be a condition precedent to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party's obligation under this Article XIV. In the event that any insurance policies maintained by the claimant would cover such indemnified claim, then, subject to the other terms of this Article XIV, the indemnifying party will not party's indemnification for such indemnified claim shall be subject limited to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry deductible and amounts in excess of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving amounts actually collected by the claimant or plaintiff, to the for such indemnified party, of a release from all liability in respect of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partyclaim.

Indemnification Procedures. Promptly If any party hereto discovers or otherwise becomes aware of a claim for Damages arising under this Article 8, such indemnified party shall give written notice to the indemnifying party, specifying such claim, and may thereafter exercise any remedies available to such party under this Agreement; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of any obligations hereunder, to the extent the indemnifying party is not materially prejudiced thereby. Further, promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action involving or proceeding with respect to which a claim referred to in Section 5.1 and Section 5.2 hereoffor Damages arising under this Article 8 may be made, the such indemnified party willshall, if a claim in respect thereof is to be made or may be made against an any indemnifying party, give written notice to such indemnifying party the latter of the commencement of such action; provided, however, that the action. The failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its any obligations in this Article Vhereunder, except to the extent that the indemnifying party is actually not materially prejudiced by the failure to give noticethereby. If In case any such action is brought against an indemnified party, the indemnifying party will shall be entitled to participate in and to assume the defense of thereof, jointly with any other indemnifying party similarly notified, to the action extent that it may wish, with counsel reasonably satisfactory to the such indemnified party, and after such notice from the indemnifying party to such indemnified party of its election so to assume the defense of the actionthereof, the indemnifying party will shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense thereof unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right failed to assume the defense of such action or proceeding on behalf of the claim and to employ counsel reasonably satisfactory to such indemnified party), it being understood, however, that the person. An indemnifying party who elects not to assume the defense of a claim shall not, not be liable for the fees and expenses of more than one counsel in connection any single jurisdiction for all parties indemnified by such indemnifying party with any one respect to such action claim or with respect to claims separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstancesallegations. Notwithstanding any of the foregoing to the contrary, the indemnified party will be liable for entitled to select its own counsel and assume the reasonable fees and expenses defense of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for any action brought against it if the indemnifying party and fails to select counsel for reasonably satisfactory to the indemnified party in order to adequately represent party, and the indemnified parties) for the indemnified party and that all expenses of such fees and expenses defense shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed paid by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will shall consent to entry of any judgment or enter into any settlement with respect to a claim without the consent of the indemnified party, which (i) does consent shall not include be unreasonably withheld, or unless such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff, plaintiff to the such indemnified party, party of a release from all liability in with respect to such claim. No indemnified party shall consent to entry of any judgment or enter into any settlement of any such action, the defense of which has been assumed by an indemnifying party, without the consent of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified indemnifying party, which consent shall not be unreasonably withheld.

Indemnification Procedures. (a) Promptly after discovery or receipt of notice by an indemnified party under this Section 9 of notice of the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereoffor which indemnity may be sought, the such indemnified party will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such the indemnifying party of the commencement of such claim, but the action. The failure of any indemnified to notify the indemnifying party to give notice shall will not relieve the indemnifying party of its obligations in this Article Vany liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is actually prejudiced by the indemnifying party's failure to give such notice. . (b) If any such action proceeding referred to in Section 9 is brought against an indemnified partyparty and it gives notice to the indemnifying party of the commencement of such proceeding, the indemnifying party will pay the costs of defending such proceeding including costs of counsel selected by the indemnified party, which counsel shall be reasonably satisfactory to the indemnifying party. The indemnified party shall control the defense and settlement of the proceeding provided that the indemnified party shall consult with the indemnifying party. The 41 indemnifying party will, unless the claim involves Taxes, be entitled to participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from such proceeding unless the indemnifying party is also or could become a party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (determines in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall participation would be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, of a release from all liability in respect of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partyinappropriate.

Indemnification Procedures. Promptly If any claim is instituted or asserted by any person who is entitled to indemnification pursuant to this Agreement, such indemnified party, after receipt by an indemnified party it of written notice of the commencement or assertion of any action involving such claim, shall promptly cause a written notice of such claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party will, if a claim in respect thereof is to be made or may be made against an indemnifying partyto the party required to furnish such indemnity; provided, give written notice to such indemnifying party of the commencement of the action. The that failure of any indemnified party to give such notice shall not relieve the indemnifying party of its indemnification obligations in this Article Vhereunder, except unless and to the extent that such failure to provide notice shall have materially and substantially prejudiced the rights of the indemnifying party is actually prejudiced by the failure party. Failure to give noticesuch notice shall not result in any liability of the indemnified party to the indemnifying party. If any such action is brought against an indemnified partySubject to the next sentence, the indemnifying party will be entitled to participate in shall have the right, at its option and expense, to assume the any defense of any claim, provided that within twenty (20) days of receiving the notice with respect to such claim pursuant to the above notice provision (or such shorter period of time as an answer to such claim or other responsive action with counsel reasonably satisfactory may be required), the indemnifying party, by notice delivered to the indemnified party, elects to assume such defense and after notice from the indemnifying party acknowledges in writing its obligation hereunder to indemnify the indemnified party with respect to such claim and periodically thereafter provides the indemnified party with reasonably sufficient evidence of the ability of the indemnifying party to satisfy such indemnified party of its election to assume defense of claim. Notwithstanding the actionforegoing, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of any claim if (a) representation of both the indemnified party and indemnifying party by the same counsel would be prohibited by rules or regulations governing the professional conduct of such action counsel due to actual or proceeding on behalf potential differing interests between them; (b) the indemnified party determines in good faith that there is a significant possibility that such claim may materially and adversely affect it or its affiliates other than as a result of monetary damages and so notifies the indemnifying party of such determination. If the indemnifying party has assumed the defense of a claim in accordance with this Section, then the following shall apply: (i) except as provided in clause (v) herein, the indemnified party shall have the right to participate and assist in, but not control, the defense of such claim and to employ its own counsel in connection therewith; (ii) except as provided in clause (v) herein, the indemnifying party shall not be liable to the indemnified party for the fees, costs or expenses of the indemnified party)'s counsel or other fees, it being understoodcosts or expenses incurred by the indemnified party in connection with participating in the defense of such claim, however, except that the indemnifying party shall notbe liable for any such fees, costs and expenses incurred prior to the time that the indemnifying party assumed such defense; (iii) counsel used by the indemnifying party in connection with any one the defense of such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, claim shall be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition reasonably satisfactory to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party party; (iv) except as provided in order to adequately represent the indemnified partiesclause (v) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying partyherein, the indemnifying party will not be subject shall have no liability with respect to any liability for any compromise or settlement made of such claim effected without its consent, such consent (not to be unreasonably withheld). No , conditioned or delayed; (v) if the indemnifying party will consent shall fail to entry defend diligently such claim, then (a) the indemnified party shall have the right, upon written notice to the indemnifying party, to assume control of the defense of such claim, (b) the indemnifying party shall be liable to the indemnified party for the fees, costs and expenses of the indemnified party's counsel from after the date of any judgment notice delivered pursuant to the preceding clause and other fees, costs or enter into any settlement which (i) does not include as an unconditional term the giving expenses incurred by the claimant indemnified party in connection with the defense of such claim and (c) the indemnifying party shall be liable for any compromise or plaintiff, to settlement in good faith of such claim effected by the indemnified party; and (vi) the indemnifying party shall not effect any compromise or settlement of such claim without the consent of the indemnified party, which consent shall not be unreasonably withheld, conditioned or delayed, unless (a) such compromise or settlement includes a full release of the indemnified party, (b) neither the indemnified party's business nor its name nor the business or name of any of its affiliates will be damaged by such settlement, (c) such settlement is limited strictly to monetary damages and (d) the indemnified party has not assumed control of the defense of a release from all claim in accordance with clause (v) herein. If the indemnifying party does not assume the defense of a claim (whether because it elects not to or has no right to) the following shall apply: (i) the indemnifying party shall have the right, at its sole cost and expense, to participate in, but not control, the defense of such claim and to employ its own counsel in connection therewith; and (ii) the indemnifying party shall have no liability with respect to any compromise or settlement of such claim effected without its consent, which shall not be unreasonably withheld, conditioned or delayed. The parties agree to cooperate to the fullest extent possible in connection with any claim in respect of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partywhich indemnification is sought under this Agreement.

Indemnification Procedures. Promptly Each party entitled to indemnification under this Section 4.9 shall give notice to the party required to provide indemnification promptly after receipt by an such indemnified party of notice of the commencement of any action involving has actual knowledge that a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party will, if a claim in respect thereof is to be made or against the indemnified party as to which indemnity may be made against an sought, and shall permit the indemnifying party to assume the defense of such claim or litigation resulting therefrom and any related settlement and settlement negotiations, subject to the limitations on settlement set forth below; provided, that counsel for the indemnifying party, give written notice to who shall conduct the defense of such indemnifying claim or any litigation resulting therefrom, shall be approved by the indemnified party of (whose approval shall not unreasonably be withheld), and the commencement of indemnified party may participate in such defense at such party’s expense; and provided, further, that the action. The failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations in under this Article VSection 4.9, except to the extent that the indemnifying party is actually prejudiced by the such failure to give notice. If any such action is brought against Notwithstanding the foregoing, an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ retain separate counsel in any action or proceeding and participate in counsel, with the defense thereof, but the reasonable fees and expenses of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing being paid by the indemnifying party, which authorization shall not if representation of such indemnified party by the counsel retained by the indemnifying party would be unreasonably withheld, (ii) inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel or if the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right failed to assume the defense of such action action. No indemnified party shall enter into any settlement of any litigation commenced or proceeding on behalf threatened with respect to which indemnification is or may be sought without the prior written consent of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one (such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which (i) that does not include as an unconditional term thereof the giving by the claimant or plaintiffplaintiff to such indemnified party of a release, reasonably satisfactory to the indemnified party, of a release from all liability in respect to such claim or litigation. Each indemnified party shall furnish such information regarding itself or the claim in question as an indemnifying party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim or and litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partyresulting therefrom.

Indemnification Procedures. Promptly after receipt by an indemnified Any person entitled to indemnification under this Agreement shall notify promptly the indemnifying party of notice in writing of the commencement of any action involving or proceeding with respect to which a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party will, if a claim in respect thereof is to be made or for indemnification may be made against an indemnifying partyhereunder, give written notice to such indemnifying party of but the commencement of the action. The failure of any indemnified party to give provide such notice shall not relieve the indemnifying party of its obligations in this Article Vhereunder, except to the extent that the indemnifying party is actually materially prejudiced by thereby and shall not relieve the failure indemnifying party from any liability which it may have to give noticeany indemnified party otherwise than hereunder. If In case any such action or proceeding is brought against an indemnified partyparty and it shall notify the indemnifying party of the commencement thereof, the indemnifying party will shall be entitled to participate therein and, unless in the reasonable opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense of thereof (alone or jointly with any other indemnifying party similarly notified), to the action extent that it chooses, with counsel reasonably satisfactory to the such indemnified party, and after notice from the indemnifying party to such indemnified party that it so chooses (provided that in connection with such assumption the indemnifying parties provide the indemnified parties a full release of its election to assume defense of the actionany costs or other expenses in connection therewith), the indemnifying party will shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter such indemnified party in connection with the action’s defense other than thereof; provided, however, that (a) if the indemnifying party fails to take reasonable costs of investigation. An steps necessary to defend diligently the action or proceeding within twenty (20) Business Days after receiving notice from such indemnified party shall have that the right indemnified party believes it has failed to employ separate counsel do so; or (b) if such indemnified party who is a defendant in any action or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) is also brought against the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel reasonably concluded, based on the advice of counsel, that there may be one or more legal defenses available to the such indemnified party that which are different from or additional to those not available to the indemnifying party party; or (c) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in which case any such case, the indemnifying indemnified party shall not have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each jurisdiction) and the defense indemnifying party shall be liable for any expenses therefor. No indemnifying party shall, without the written consent of the indemnified party (which shall not be unreasonably withheld), effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or (to the knowledge of the indemnifying party) threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or proceeding on behalf of the indemnified party)claim, it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (iii) does not include a statement as to or an unconditional term the giving admission of fault, culpability or a failure to act, by the claimant or plaintiff, to the indemnified party, of a release from all liability in respect of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition on behalf of any non-financial obligations on indemnified party and (iii) does not and is not likely to materially adversely effect the indemnified party.