Common use of Notice and Opportunity to Defend Clause in Contracts

Notice and Opportunity to Defend. If any action, suit, proceeding, or investigation is initiated, or any claim or demand is made, against any party indemnified hereto with respect to which such party (“Indemnified Party”) may make a claim against any other party hereto (“Indemnifying Party”) pursuant to the terms of this Agreement, then the Indemnified Party shall give prompt written notice of such action, suit, proceeding, investigation, claim or demand to the Indemnifying Party. Thereafter, the Indemnifying Party shall have the opportunity, at its own expense and with its own counsel, to defend or settle such action, suit, proceeding, investigation, claim or demand; provided, however, that: (a) the Indemnifying Party shall keep the Indemnified Party informed of all material developments and events relating to such action, suit, proceeding, investigation, claim or demand; (b) the Indemnified Party shall have the right to participate, at its own expense in the defense of such action, suit, proceeding, investigation, claim or demand and shall cooperate as reasonably requested by the Indemnifying Party in the defense thereof; and (c) the Indemnifying Party shall not settle such action, suit, proceeding, investigation, claim or demand without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld.

Notice and Opportunity to Defend. If any action, suit, proceeding, or investigation is initiated, or any claim or demand is made, against any party Party indemnified hereto with respect to which such party Party (“Indemnified Party”) may make a claim against any other party Party hereto (“Indemnifying Party”) pursuant to the terms of this AgreementSection IV, then the Indemnified Party shall give prompt written notice of such action, suit, proceeding, investigation, claim or demand to the Indemnifying Party. Thereafter, the Indemnifying Party shall have the opportunity, at its own expense and with its own counsel, to defend or settle such action, suit, proceeding, investigation, claim or demand; provided, however, that: (a) the Indemnifying Party shall keep the Indemnified Party informed of all material developments and events relating to such action, suit, proceeding, investigation, claim or demand; (b) the Indemnified Party shall have the right to participate, at its own expense in the defense of such action, suit, proceeding, investigation, claim or demand and shall cooperate as reasonably requested by the Indemnifying Party in the defense thereof; and (c) the Indemnifying Party shall not settle such action, suit, proceeding, investigation, claim or demand without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld.

Notice and Opportunity to Defend. If any action, suit, proceeding, or investigation is initiated, or any claim or demand is made, against any party Party indemnified hereto with respect to which such party Party (“Indemnified Party”) may make a claim against any other party Party hereto (“Indemnifying Party”) pursuant to the terms of this AgreementSection IV, then the Indemnified Party shall give prompt written notice of such action, suit, proceeding, investigation, claim or demand to the Indemnifying Party. Thereafter, the Indemnifying Party shall have the opportunity, at its own expense and with its own counsel, to defend or settle such action, suit, proceedingproceeding , investigation, claim or demand; provided, however, that: (a) the Indemnifying Party shall keep the Indemnified Party informed of all material developments and events relating to such action, suit, proceeding, investigation, claim or demand; (b) the Indemnified Party shall have the right to participate, at its own expense in the defense of such action, suit, proceeding, investigation, claim or demand and shall cooperate as reasonably requested by the Indemnifying Party in the defense thereof; and (c) the Indemnifying Party shall not settle such action, suit, proceeding, investigation, claim or demand without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld.

Notice and Opportunity to Defend. If any action, suit, proceeding, or investigation is initiated, or any claim or demand is made, against any party indemnified hereto hereunder (an “Indemnified Party”) with respect to which such party (“Indemnified Party”) Party may make a claim against any the other party hereto (“Indemnifying Party”) pursuant to the terms of this AgreementSection 13, then the Indemnified Party shall will give prompt written notice of such action, suit, proceeding, investigation, claim or demand to the Indemnifying Party. Thereafter, the Indemnifying Party shall will have the opportunity, at its own expense and with its own counsel, to defend or settle such action, suit, proceeding, investigation, claim or demand; provided, however, that: (ai) the Indemnifying Party shall will keep the Indemnified Party informed of all material developments and events relating to such action, suit, proceeding, investigation, claim or demand; (bii) the Indemnified Party shall will have the right to participate, at its own expense in the defense of such action, suit, proceeding, investigation, claim or demand and shall will cooperate as reasonably requested by the Indemnifying Party in the defense thereof; and (ciii) the Indemnifying Party shall will not settle such action, suit, proceeding, investigation, claim or demand without the prior written consent of the Indemnified Party, which consent shall will not be unreasonably withheld.

Notice and Opportunity to Defend. If any action, suit, proceeding, or investigation legal proceeding is initiated, or any claim or demand is made, against any party indemnified hereto person with respect to which such party person (“the "Indemnified Party”") may make a claim against any other party hereto (“the "Indemnifying Party”") pursuant to the terms of this AgreementSection 13, then the Indemnified Party shall give prompt written notice of such action, suit, legal proceeding, investigation, claim or demand to the Indemnifying Party. Thereafter, the The Indemnifying Party shall have the opportunityshall, at its own expense and with its own counsel, to defend or settle such action, suit, proceeding, investigationlegal proceedings, claim or demand; provided, however, that: (ai) the Indemnifying Party shall keep the Indemnified Party informed of all material developments and events relating to such action, suit, legal proceeding, investigation, claim or demand; (bii) the Indemnified Party shall have the right to participate, at its own expense expense, in the defense of such action, suit, legal proceeding, investigation, claim or demand and shall cooperate as reasonably requested by the Indemnifying Party in the defense thereof; and (ciii) the Indemnifying Party shall not settle such action, suit, legal proceeding, investigation, claim or demand without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld.

Notice and Opportunity to Defend. If any action, suit, proceeding, or investigation is initiated, or any claim or demand is made, against any party indemnified hereto with respect to which such party (“"Indemnified Party”") may make a claim against any other party hereto (“"Indemnifying Party”") pursuant to the terms of this Agreement, then the Indemnified Party shall give prompt written notice of such action, suit, proceeding, investigation, claim or demand to the Indemnifying Party. Thereafter, the Indemnifying Party shall have the opportunity, at its own expense and with its own counsel, to defend or settle such action, suit, proceeding, investigation, claim or demand; provided, however, that: (a) the Indemnifying Party shall keep the Indemnified Party informed of all material developments and events relating to such action, suit, proceeding, investigation, claim or demand; (b) the Indemnified Party shall have the right to participate, at its own expense in the defense of such action, suit, proceeding, investigation, claim or demand and shall cooperate as reasonably requested by the Indemnifying Party in the defense thereof; and (c) the Indemnifying Party shall not settle such action, suit, proceeding, investigation, claim or demand without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld.

Notice and Opportunity to Defend. If any action, suit, proceeding, or investigation is initiated, or any claim or demand is made, against any party indemnified hereto with respect to which such party (“"Indemnified Party”") may make a claim against any other party hereto (“"Indemnifying Party”") pursuant to the terms of this AgreementSection III, then the Indemnified Party shall give prompt written notice of such action, suit, proceeding, investigation, claim or demand to the Indemnifying Party. Thereafter, the Indemnifying Party shall have the opportunity, at its own expense and with its own counsel, to defend or settle such action, suit, proceeding, investigation, claim or demand; provided, however, that: (a) the Indemnifying Party shall keep the Indemnified Party informed of all material developments and events relating to such action, suit, proceeding, investigation, claim or demand; (b) the Indemnified Party shall have the right to participate, at its own expense in the defense of such action, suit, proceeding, investigation, claim or demand and shall cooperate as reasonably requested by the Indemnifying Party in the defense thereof; and (c) the Indemnifying Party shall not settle such action, suit, proceeding, investigation, claim or demand without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld.

Notice and Opportunity to Defend. If any action, suit, proceeding, or investigation is initiated, or any claim or demand is made, against any party indemnified hereto hereunder (an “Indemnified Party”) with respect to which such party (“Indemnified Party”) Party may make a claim against any the other party hereto (“Indemnifying Party”) pursuant to the terms of this AgreementSection 19, then the Indemnified Party shall will give prompt written notice of such action, suit, proceeding, investigation, claim or demand to the Indemnifying Party. Thereafter, the Indemnifying Party shall will have the opportunity, at its own expense and with its own counsel, to defend or settle such action, suit, proceeding, investigation, claim or demand; provided, however, that: (ai) the Indemnifying Party shall will keep the Indemnified Party informed of all material developments and events relating to such action, suit, proceeding, investigation, claim or demand; (bii) the Indemnified Party shall will have the right to participate, at its own expense in the defense of such action, suit, proceeding, investigation, claim or demand and shall will cooperate as reasonably requested by the Indemnifying Party in the defense thereof; and (ciii) the Indemnifying Party shall will not settle such action, suit, proceeding, investigation, claim or demand without the prior written consent of the Indemnified Party, which consent shall will not be unreasonably withheld.

Notice and Opportunity to Defend. If any action, suit, proceeding, or investigation is initiated, or any claim or demand is made, against any party indemnified hereto hereunder (an “Indemnified Party”) with respect to which such party (“Indemnified Party”) Party may make a claim against any the other party hereto (“Indemnifying Party”) pursuant to the terms of this AgreementSection 12, then the Indemnified Party shall will give prompt written notice of such action, suit, proceeding, investigation, claim or demand to the Indemnifying Party. Thereafter, the Indemnifying Party shall will have the opportunity, at its own expense and with its own counsel, to defend or settle such action, suit, proceeding, investigation, claim or demand; provided, however, that: (ai) the Indemnifying Party shall will keep the Indemnified Party informed of all material developments and events relating to such action, suit, proceeding, investigation, claim or demand; (bii) the Indemnified Party shall will have the right to participate, at its own expense in the defense of such action, suit, proceeding, investigation, claim or demand and shall will cooperate as reasonably requested by the Indemnifying Party in the defense thereof; and (ciii) the Indemnifying Party shall will not settle such action, suit, proceeding, investigation, claim or demand without the prior written consent of the Indemnified Party, which consent shall will not be unreasonably withheld.

Notice and Opportunity to Defend. If any action, suit, proceeding, or investigation is initiated, or any claim or demand is made, against any party indemnified hereto with respect to which such party (“{the "Indemnified Party”") may make a claim against any other party hereto (“the "Indemnifying Party”") pursuant to the terms of this AgreementArticle Ill, then the Indemnified Party shall give prompt written notice of such action, suit, proceeding, investigation, claim or demand to the Indemnifying Party. Thereafter, the Indemnifying Party shall have the opportunity, at its the Indemnifying Party's own expense and with its the Indemnifying Party's own counsel, to defend or settle such action, suit, proceeding, investigation, claim or demand; provided, however, that: (a) the Indemnifying Party shall keep the Indemnified Party informed of all material developments and events relating to such action, suit, proceeding, investigation, claim claim, or demand; (b) the Indemnified Party shall have the right to participate, at its the Indemnified Party's own expense in the defense of such action, suit, proceeding, investigation, claim or demand and shall cooperate as reasonably requested by the Indemnifying Party in the defense thereof; and (c) the Indemnifying Party shall not settle such action, suit, proceeding, investigation, claim or demand without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld.

Notice and Opportunity to Defend. If any action, suit, proceeding, proceeding or investigation is initiated, or any claim or demand is made, against any party indemnified hereto hereunder with respect to which such party (the “Indemnified Party”) may make a claim against any other party hereto thereto (the “Indemnifying Party”) pursuant to the terms of this AgreementSection 8, then the Indemnified Party shall give prompt written notice of such action, suit, proceeding, investigation, claim or demand to the Indemnifying Party. Thereafter, the Indemnifying Party shall have the opportunity, at its own expense and with its own counsel, to defend or settle such action, suit, proceeding, investigation, claim or demand; provided, however, that: (ai) the Indemnifying Party shall keep the Indemnified Party informed of all material developments and events relating to such action, suit, proceeding, investigation, claim or demand; (bii) the Indemnified Party shall have the right to participate, at its own expense expense, in the defense of such action, suit, proceeding, investigation, claim or demand and shall cooperate as reasonably requested by the Indemnifying Party in the defense thereof; and (ciii) the Indemnifying Party shall not settle such action, suit, proceeding, investigation, claim or demand without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld.

Notice and Opportunity to Defend. If any action, suit, proceeding, or investigation legal proceeding is -------------------------------- initiated, or any claim or demand is made, against any party indemnified hereto person with respect to which such party person (“the "Indemnified Party”") may make a claim against any other party hereto (“the "Indemnifying Party”") pursuant to the terms of this AgreementSection 9, then the Indemnified Party shall give prompt written notice of such action, suit, legal proceeding, investigationclaim, claim or demand to the Indemnifying Party. Thereafter, the The Indemnifying Party shall have the opportunityshall, at its own expense and with its own counsel, to defend or settle such action, suit, legal proceeding, investigation, claim or demand; provided, however, that: (ai) the Indemnifying Party shall keep the Indemnified Party informed of all material developments and events relating to such action, suit, legal proceeding, investigation, claim or demand; (bii) the Indemnified Party shall have the right to participate, at its own expense expense, in the defense of such action, suit, legal proceeding, investigation, claim or demand and shall cooperate as reasonably requested by the Indemnifying Party in the defense thereof; and (ciii) the Indemnifying Party shall not settle such action, suit, legal proceeding, investigation, claim or demand without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld.

Notice and Opportunity to Defend. If any action, suit, proceeding, or investigation is initiated, or any claim or demand is made, against any party indemnified hereto hereunder (an “Indemnified Party”) with respect to which such party (“Indemnified Party”) Party may make a claim against any the other party hereto (“Indemnifying Party”) pursuant to the terms of this AgreementSection 18, then the Indemnified Party shall will give prompt written notice of such action, suit, proceeding, investigation, claim or demand to the Indemnifying Party. Thereafter, the Indemnifying Party shall will have the opportunity, at its own expense and with its own counsel, to defend or settle such action, suit, proceeding, investigation, claim or demand; provided, however, that: (ai) the Indemnifying Party shall will keep the Indemnified Party informed of all material developments and events relating to such action, suit, proceeding, investigation, claim or demand; (bii) the Indemnified Party shall will have the right to participate, at its own expense in the defense of such action, suit, proceeding, investigation, claim or demand and shall will cooperate as reasonably requested by the Indemnifying Party in the defense thereof; and (ciii) the Indemnifying Party shall will not settle such action, suit, proceeding, investigation, claim or demand without the prior written consent of the Indemnified Party, which consent shall will not be unreasonably withheld.

Notice and Opportunity to Defend. If any action, suit, proceeding, or investigation is initiated, or any claim or demand is made, against any party Party indemnified hereto with respect to which such party Party (“"Indemnified Party”") may make a claim against any other party Party hereto (“"Indemnifying Party”") pursuant to the terms of this AgreementSection III, then the Indemnified Party shall give prompt written notice of such action, suit, proceeding, investigation, claim or demand to the Indemnifying Party. Thereafter, the Indemnifying Party shall have the opportunity, at its own expense and with its own counsel, to defend or settle such action, suit, proceeding, investigation, claim or demand; provided, however, that: (a) the Indemnifying Party shall keep the Indemnified Party informed of all material developments and events relating to such action, suit, proceeding, investigation, claim or demand; (b) the Indemnified Party shall have the right to participate, at its own expense in the defense of such action, suit, proceeding, investigation, claim or demand and shall cooperate as reasonably requested by the Indemnifying Party in the defense thereof; and (c) the Indemnifying Party shall not settle such action, suit, proceeding, investigation, claim or demand without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld.

Notice and Opportunity to Defend. If any action, suit, proceeding, or --------------------------------- investigation is initiated, or any claim or demand is made, against any party indemnified hereto with respect to which such party (“"Indemnified Party”") may make a claim against any other party hereto (“"Indemnifying Party”") pursuant to the terms of this AgreementSection III, then the Indemnified Party shall give prompt written notice of such action, suit, proceeding, investigation, claim or demand to the Indemnifying Party. Thereafter, the Indemnifying Party shall have the opportunity, at its own expense and with its own counsel, to defend or settle such action, suit, proceeding, investigation, claim or demand; provided, however, that: (a) the Indemnifying Party shall keep the Indemnified Party informed of all material developments and events relating to such action, suit, proceeding, investigation, claim or demand; (b) the Indemnified Party shall have the right to participate, at its own expense in the defense of such action, suit, proceeding, investigation, claim or demand and shall cooperate as reasonably requested by the Indemnifying Party in the defense thereof; and (c) the Indemnifying Party shall not settle such action, suit, proceeding, investigation, claim or demand without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld.

Notice and Opportunity to Defend. If any action, suit, proceeding, or investigation is initiated, or any claim or demand is made, against any party Party indemnified hereto with respect to which such party Party (“"Indemnified Party”") may make a claim against any other party Party hereto (“"Indemnifying Party”") pursuant to the terms of this AgreementSection III, then the Indemnified Party shall give prompt written notice of such action, suit, proceeding, investigation, claim or demand to the Indemnifying Party. Thereafter, the Indemnifying Party shall have the opportunity, at its own expense and with its own counsel, to defend or settle such action, suit, proceedingproceeding , investigation, claim or demand; provided, however, that: (a) the Indemnifying Party shall keep the Indemnified Party informed of all material developments and events relating to such action, suit, proceeding, investigation, claim or demand; (b) the Indemnified Party shall have the right to participate, at its own expense in the defense of such action, suit, proceeding, investigation, claim or demand and shall cooperate as reasonably requested by the Indemnifying Party in the defense thereof; and (c) the Indemnifying Party shall not settle such action, suit, proceeding, investigation, claim or demand without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld.

Notice and Opportunity to Defend. If any action, suit, proceeding, or investigation is initiated, or any claim or demand is made, against any party indemnified hereto with respect to which such party (“"Indemnified Party”") may make a claim against any other party hereto (“"Indemnifying Party”") pursuant to the terms of this Agreement, then the Indemnified Party shall give prompt written notice of such action, suit, proceeding, investigation, claim or demand to the Indemnifying Party. Thereafter, the Indemnifying Party shall have the opportunity, at its own expense and with its own counsel, to defend or settle such action, suit, proceeding, investigation, claim or demand; provided, however, that: (a) the Indemnifying Party shall keep the Indemnified Party informed of all material developments and events relating to such action, suit, proceeding, investigation, claim or demand; (b) the Indemnified Indemnifie d Party shall have the right to participate, at its own expense in the defense of such action, suit, proceeding, investigation, claim or demand and shall cooperate as reasonably requested by the Indemnifying Party in the defense thereof; and (c) the Indemnifying Party shall not settle such action, suit, proceeding, investigation, claim or demand without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld.

Notice and Opportunity to Defend. If any action, suit, proceeding, or investigation is initiated, or any claim or demand is made, against any party indemnified hereto with respect to which such party (“Indemnified Party”) may make a claim against any other party hereto (“Indemnifying Party”) pursuant to the terms of this AgreementSection 12, then the Indemnified Party shall give prompt written notice of such action, suit, proceeding, investigation, claim or demand to the Indemnifying Party. Thereafter, the Indemnifying Party shall have the opportunity, at its own expense and with its own counsel, to defend or settle such action, suit, proceeding, investigation, claim or demand; provided, however, that: (a1) the Indemnifying Party shall keep the Indemnified Party informed of all material developments and events relating to such action, suit, proceeding, investigation, claim or demand; (b2) the Indemnified Party shall have the right to participate, at its own expense in the defense of such action, suit, proceeding, investigation, claim or demand and shall cooperate as reasonably requested by the Indemnifying Party in the defense thereof; and (c3) the Indemnifying Party shall not settle such action, suit, proceeding, investigation, claim or demand without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld.

Notice and Opportunity to Defend. If any action, suit, proceeding, or investigation is initiated, or any claim or demand is made, against any party indemnified hereto hereunder (an “Indemnified Party”) with respect to which such party (“Indemnified Party”) Party may make a claim against any the other party hereto (“Indemnifying Party”) pursuant to the terms of this AgreementSection 12, then the Indemnified Party shall will give prompt written notice of such action, suit, proceeding, investigation, claim or demand to the Indemnifying Party. Thereafter, the Indemnifying Party shall will have the opportunity, at its own expense and with its own counsel, to defend or settle such action, suit, proceeding, investigation, claim or demand; provided, however, that: (ai) the Indemnifying Party shall will, upon request from the Indemnified Party, keep the Indemnified Party reasonably informed of all material developments and events relating to such action, suit, proceeding, investigation, claim or demand; (bii) the Indemnified Party shall will have the right to participate, at its own expense in the defense of such action, suit, proceeding, investigation, claim or demand and shall will cooperate as reasonably requested by the Indemnifying Party in the defense thereof; and (cii) the Indemnifying Party shall will not settle such action, suit, proceeding, investigation, claim or demand without the prior written consent of the Indemnified Party, which consent shall will not be unreasonably withheld, conditioned or delayed.

Notice and Opportunity to Defend. If any action, suit, proceeding, or investigation is initiated, or any claim or demand is made, against any party indemnified hereto with respect to which such party (“"Indemnified Party”") may make a claim against any other party hereto (“"Indemnifying Party”") pursuant to the terms of this AgreementSection III, then the Indemnified Party shall give prompt written notice of such action, suit, proceeding, investigation, claim or demand to the Indemnifying Party. Thereafter, the Indemnifying Party shall have the opportunity, at its own expense and with its own counsel, to defend or settle such action, suit, proceeding, investigation, claim or demand; provided, however, that: (a) the Indemnifying Party shall keep the Indemnified Party informed of all material developments and events relating to such action, suit, proceeding, investigation, claim or demand; (b) the Indemnified Party shall have the right to participate, at its own expense in the defense of such action, suit, proceeding, investigation, . claim or demand and shall cooperate as reasonably requested by the Indemnifying Party in the defense thereof; and (c) the Indemnifying Party shall not settle such action, suit, proceeding, investigation, . claim or demand without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld.

Notice and Opportunity to Defend. If any action, suit, proceeding, or investigation is initiated, or any claim or demand is made, against any party Party indemnified hereto heretby with respect to which such party Party (“"Indemnified Party”") may make a claim against any other party Party hereto (“"Indemnifying Party”") pursuant to the terms of this AgreementSection III, then the Indemnified Party shall give prompt written notice of such action, suit, proceeding, investigation, claim or demand to the Indemnifying Party. Thereafter, the Indemnifying Party shall have the opportunity, at its own expense and with its own counsel, to defend or settle such action, suit, proceeding, investigation, claim or demand; provided, however, that: (a) the Indemnifying Party shall keep the Indemnified Party informed of all material developments and events relating to such action, suit, proceeding, investigation, claim or demand; (b) the Indemnified Party shall have the right to participate, at its own expense in the defense of such action, suit, proceeding, investigation, claim or demand and shall cooperate as reasonably requested by the Indemnifying Party in the defense thereof; and (c) the Indemnifying Party shall not settle such action, suit, proceeding, investigation, claim or demand without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld.

Notice and Opportunity to Defend. If any action, suit, proceeding, or investigation is initiated, or any claim or demand is made, against any party indemnified hereto hereunder (an “Indemnified Party”) with respect to which such party (“Indemnified Party”) Party may make a claim against any the other party hereto (“Indemnifying Party”) pursuant to the terms of this AgreementSection 12, then the Indemnified Party shall will give prompt written notice of such action, suit, proceeding, investigation, claim or demand to the Indemnifying Party. Thereafter, the Indemnifying Party shall will have the opportunity, at its own expense and with its own counsel, to defend or settle such action, suit, proceeding, investigation, claim or demand; provided, however, that: (ai) the Indemnifying Party shall will keep the Indemnified Party informed of all material developments and events relating to such action, suit, proceeding, investigation, claim or demand; (bii) the Indemnified Party shall will have the right to participate, at its own expense in the defense of such action, suit, proceeding, investigation, claim or demand and shall will cooperate as reasonably requested by the Indemnifying Party in the defense thereof; and (ciii) the Indemnifying Party shall will not settle such action, suit, proceeding, investigation, claim or demand without the prior written consent of the Indemnified Party, which consent shall will not be unreasonably withheld.. NSCC Membership Number 4733

Notice and Opportunity to Defend. If The Indemnified Party shall promptly, and in all events within ninety (90) days of obtaining actual knowledge thereof, notify the Indemnifying Party of the existence of any actionclaim, suit, proceeding, demand or investigation is initiated, or any claim or demand is made, against any party indemnified hereto with respect other matter requiring a defense to which such party (“the Indemnifying Party’s obligations under this Article 8 would apply. The Indemnified Party shall give the Indemnifying Party a reasonable opportunity to defend the claim, demand or matter at the Indemnifying Party’s own expense and with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party”) may make a claim against any other party hereto (“Indemnifying Party”) pursuant to the terms of this Agreement, then ; provided that the Indemnified Party shall give prompt written notice at all times also have the right to fully participate in the defense at its sole cost and expense. Any such claim, demand or other matter shall not be settled or compromised without the consent of such action, suit, proceeding, investigation, claim or demand to the Indemnifying Indemnified Party. Thereafter, If the Indemnifying Party shall have the opportunityshall, at its own expense and with its own counselwithin a reasonable time after receipt of notice, fail to defend or settle such actiondefend, suit, proceeding, investigation, claim or demand; provided, however, that: (a) the Indemnifying Party shall keep the Indemnified Party informed of all material developments and events relating to such action, suit, proceeding, investigation, claim or demand; (b) the Indemnified Party shall have the right right, but not the obligation, to participateundertake the defense, and to compromise or settle, exercising reasonable business judgment, the claim, demand or other matter on behalf, for the account and at its own expense in the defense risk of such action, suit, proceeding, investigation, claim or demand the Indemnifying Party and shall cooperate as reasonably requested provide notice of the terms of any judgment or settlement to the Indemnifying Party within ten (10) days thereof. If the claim is one that cannot by its nature be defended solely by the Indemnifying Party in (including any federal or state Tax proceeding), the defense thereof; and (c) Indemnified Party shall make available, or cause to be made available, all information that the Indemnifying Party shall not settle such action, suit, proceeding, investigation, claim or demand without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheldmay reasonably request.

Notice and Opportunity to Defend. If any action, suit, proceeding, or investigation is initiated, or any claim or demand is made, against any party indemnified hereto with respect to which such party (“Indemnified Party”) may make a claim against any other party hereto (“Indemnifying Party”) pursuant to the terms of this Agreement, then the Indemnified Party shall give prompt written notice of such action, suit, proceeding, investigation, claim or demand to the Indemnifying Party. Thereafter, Failure to give notice does not relieve the Indemnifying Party except to the extent such delay causes loss to the Indemnifying Party. The Indemnifying Party shall have the opportunity, at its own expense and with its own counsel, to defend or settle such action, suit, proceeding, investigation, claim or demand; provided, however, that: (a) the Indemnifying Party shall keep the Indemnified Party informed of all material developments and events relating to such action, suit, proceeding, investigation, claim or demand; (b) the Indemnified Party shall have the right to participate, at its own expense in the defense of such action, suit, proceeding, investigation, claim or demand and shall cooperate as reasonably requested by the Indemnifying Party in the defense thereof; and (c) the Indemnifying Party shall not settle such action, suit, proceeding, investigation, claim or demand without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. The Indemnified Party shall not settle such action, suit, proceeding, investigation, claim or demand without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Notice and Opportunity to Defend. If any action, suit, proceeding, or investigation is initiated, or any claim or demand is made, against any party Party indemnified hereto with respect to which such party Party (“"Indemnified Party”") may make a claim against any other party Party hereto (“"Indemnifying Party”") pursuant to the terms of this AgreementSection III, then the Indemnified Party shall give prompt written notice of such action, suit, proceeding, investigation, claim or demand to the Indemnifying Party. Thereafter, the Indemnifying Party shall have the opportunity, at its own expense and with its own counsel, to defend or settle such action, suit, proceeding, investigation, claim or demand; provided, however, that: (a) the Indemnifying Party shall keep the Indemnified Party informed of all material developments and events relating to such action, suit, proceeding, investigation, claim or demand; (b) the Indemnified Party shall have the right to participate, at its own expense in the defense of such action, suit, proceeding, investigation, claim or demand and shall cooperate as reasonably requested by the Indemnifying Party in the defense thereof; and (c) the Indemnifying indemnifying Party shall not settle such action, suit, proceeding, investigation, claim or demand without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld.

Notice and Opportunity to Defend. If any action, suit, proceeding, or investigation is initiated, or any claim or demand is made, against any party Party indemnified hereto with respect to which such party Party (“Indemnified Party”) may make a claim against any other party Party hereto (“Indemnifying Party”) pursuant to the terms of this AgreementSection IV, then the Indemnified Party shall give prompt written notice of such action, suit, proceeding, investigation, claim or demand to the Indemnifying Party. Thereafter, the Indemnifying Party shall have the opportunity, at its own expense and with its own counsel, to defend or settle such action, suit, proceedingproceeding , investigation, claim or demand; provided, however, that: (a) the Indemnifying Party shall keep the Indemnified Party informed of all material developments and events relating to such action, suit, proceeding, investigation, claim or demand; (b) the Indemnified Party shall have the right to participate, at its own expense in the defense of such action, suit, proceeding, investigation, claim or demand and shall cooperate as reasonably requested by the Indemnifying Party in the defense thereof; and (c) the Indemnifying Party shall not settle such action, suit, proceeding, investigation, claim or demand without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld.. 2015-07-Cxxxxx 7

Notice and Opportunity to Defend. If any action, suit, proceeding, or investigation is initiated, or any claim or demand is made, against any party Party indemnified hereto with respect to which such party Party (“Indemnified Party”) may make a claim against any other party Party hereto (“Indemnifying Party”) pursuant to the terms of this AgreementSection IV, then the Indemnified Party shall give prompt written notice of such action, suit, proceeding, investigation, claim or demand to the Indemnifying Party. Thereafter, the Indemnifying Party shall have the opportunity, at its own expense and with its own counsel, to defend or settle such action, suit, proceeding, investigation, claim or demand; provided, however, that: (a) the Indemnifying Party shall keep the Indemnified Party informed of all material developments and events relating to such action, suit, proceeding, investigation, claim or demand; (b) the Indemnified Party shall have the right to participate, at its own expense in the defense of such action, suit, proceeding, investigation, claim or demand and shall cooperate as reasonably requested by the Indemnifying Party in the defense thereof; and (c) the Indemnifying Party shall not settle such action, suit, proceeding, investigation, claim or demand without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld.. 2015-07-Cxxxxx 5

Notice and Opportunity to Defend. If any action, suit, proceeding, or investigation is initiated, or any claim or demand is made, made against any party Party indemnified hereto hereunder with respect to which such party Party (“Indemnified Party”) may make a claim against any other party Party hereto (“Indemnifying Party”) pursuant to the terms of this AgreementSection III, then the Indemnified Party shall give prompt written notice of such action, suit, proceeding, investigation, claim claim, or demand to the Indemnifying Party. Thereafter, the Indemnifying Party shall have the opportunity, at its own expense and with its own counsel, to defend or settle such action, suit, proceeding, investigation, claim claim, or demand; provided, however, that: that (a) the Indemnifying Party shall keep the Indemnified Party informed of all material developments and events relating to such action, suit, proceeding, investigation, claim claim, or demand; (b) the Indemnified Party shall have the right to participate, at its own expense in the defense of such action, suit, proceeding, investigation, claim claim, or demand demand, and shall cooperate as reasonably requested by the Indemnifying Party in the defense thereof; and (c) the Indemnifying Party shall not settle such action, suit, proceeding, investigation, claim claim, or demand without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld.

Notice and Opportunity to Defend. If any action, suit, proceeding, or investigation is initiated, or any claim or demand is made, against any party indemnified hereto with respect to which such party (“"Indemnified Party”") may make a claim against any other party hereto (“"Indemnifying Party”") pursuant to the terms of this AgreementSection 13, then the Indemnified Party shall give prompt written notice of such action, suit, proceeding, investigation, claim or demand to the Indemnifying Party. Thereafter, the Indemnifying Party shall have the opportunity, at its own expense and with its own counsel, to defend or settle such action, suit, proceeding, investigation, claim or demand; provided, however, that: (a1) the Indemnifying Party shall keep the Indemnified Party informed of all material developments and events relating to such action, suit, proceeding, investigation, claim or demand; (b2) the Indemnified Party shall have the right to participate, at its own expense in the defense of such action, suit, proceeding, investigation, claim or demand and shall cooperate as reasonably requested by the Indemnifying Party in the defense thereof; and (c3) the Indemnifying Party shall not settle such action, suit, proceeding, investigation, claim or demand without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld.

Notice and Opportunity to Defend. If any action, suit, proceeding, or investigation is initiated, or any claim or demand is made, against any party indemnified hereto with respect to which such party (“Indemnified Party”) may make a claim against any other party hereto (“Indemnifying Party”) pursuant to the terms of this AgreementSection V, then the Indemnified Party shall give prompt written notice of such action, suit, proceeding, investigation, claim or demand to the Indemnifying Party. Thereafter, the Indemnifying Party shall have the opportunity, at its own expense and with its own counsel, to defend or settle such action, suit, proceeding, investigation, claim or demand; provided, however, that: (a) the Indemnifying Party shall keep the Indemnified Party informed of all material developments and events relating to such action, suit, proceeding, investigation, claim or demand; (b) the Indemnified Party shall have the right to participate, at its own expense in the defense of such action, suit, proceeding, investigation, claim or demand and shall cooperate as reasonably requested by the Indemnifying Party in the defense thereof; and (c) the Indemnifying Party shall not settle such action, suit, proceeding, investigation, claim or demand without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld.

Notice and Opportunity to Defend. If any action, suit, proceeding, or investigation is initiated, or any claim or demand is made, against any party Party indemnified hereto with respect to which such party Party (“Indemnified Party”) may make a claim against any other party Party hereto (“Indemnifying Party”) pursuant to the terms of this AgreementSection III, then the Indemnified Party shall give prompt written notice of such action, suit, proceeding, investigation, claim or demand to the Indemnifying Party. Thereafter, the Indemnifying Party shall have the opportunity, at its own expense and with its own counsel, to defend or settle such action, suit, proceeding, investigation, claim or demand; provided, however, that: (a) the Indemnifying Party shall keep the Indemnified Party informed of all material developments and events relating to such action, suit, proceeding, investigation, claim or demand; (b) the Indemnified Party shall have the right to participate, at its own expense in the defense of such action, suit, proceeding, investigation, claim or demand and shall cooperate as reasonably requested by the Indemnifying Party in the defense thereof; and (c) the Indemnifying Party shall not settle such action, suit, proceeding, investigation, claim or demand without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld.

Notice and Opportunity to Defend. If any action, suit, proceeding, or investigation is initiated, or any claim or demand is made, against any party indemnified hereto with respect to Indemnified Party for which such party (“Indemnified Party”) Party may make a claim against any other party hereto (the “Indemnifying Party”) pursuant to the terms of this Agreementunder Section 6.1, then the Indemnified Party shall give prompt written notice of such action, suit, proceeding, investigation, claim claim, or demand to the Indemnifying PartyParty and shall cooperate as reasonably requested by the Indemnifying Party in the defense and/or settlement thereof. Thereafter, the The Indemnifying Party shall have the opportunity, at its own expense and with its own counsel, to defend or settle such action, suit, proceeding, investigation, claim claim, or demand; provided, however, that: that (a) the Indemnifying Party shall keep the Indemnified Party informed of all material developments and events relating to such action, suit, proceeding, investigation, claim or demand; (bi) the Indemnified Party shall have the right to participate, at its own expense in the defense of such the action, suit, proceeding, investigation, claim claim, or demand and shall cooperate as reasonably requested by the Indemnifying Party in the defense thereofdemand; and (cii) the Indemnifying Party shall not settle such action, suit, proceeding, investigation, claim claim, or demand without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. The Indemnifying Party shall keep the Indemnified Party informed of all material developments and events relating to the action, suit, proceeding, investigation, claim, or demand.

Notice and Opportunity to Defend. If Promptly after the receipt by the Buyer of notice of any action, suit, proceeding, or investigation is initiated, or any claim or demand potential claim (any of which is madehereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, against any party indemnified hereto with respect to which such party Buyer (the “Indemnified Party”) may make a claim against any other party hereto (“Indemnifying Party”) pursuant to the terms of this Agreement, then the Indemnified Party shall give prompt written notice of such action, suit, proceeding, investigation, claim or demand to the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). ThereafterSuch notice shall specify in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstance. The Indemnifying Party shall have the opportunityright, at its option, to compromise or defend the claim, at its own expense and with by its own counsel, to defend or settle and otherwise control any such action, suit, proceeding, investigation, claim or demand; provided, however, that: (a) matter involving the Indemnifying Party shall keep asserted liability of the Indemnified Party informed of all material developments and events relating Party, provided that any such compromise or control shall be subject to such action, suit, proceeding, investigation, claim or demand; (b) the Indemnified Party shall have the right to participate, at its own expense in the defense of such action, suit, proceeding, investigation, claim or demand and shall cooperate as reasonably requested by the Indemnifying Party in the defense thereof; and (c) the Indemnifying Party shall not settle such action, suit, proceeding, investigation, claim or demand without obtaining the prior written consent of the Indemnified Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, which consent it shall not promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be unreasonably withheldborne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of an asserted liability.

Notice and Opportunity to Defend. If any action, suit, proceeding, or investigation is initiated, or any claim or demand is made, against any party Party indemnified hereto with respect to which such party Party (“Indemnified Party”) may make a claim against any other party Party hereto (“Indemnifying Party”) pursuant to the terms of this AgreementSection III, then the Indemnified Party shall give prompt written notice of such action, suit, proceeding, investigation, claim or demand to the Indemnifying Party. Thereafter, the Indemnifying Party shall have the opportunity, at its own expense and with its own counsel, to defend or settle such action, suit, proceedingproceeding , investigation, claim or demand; provided, however, that: (a) the Indemnifying Party shall keep the Indemnified Party informed of all material developments and events relating to such action, suit, proceeding, investigation, claim or demand; (b) the Indemnified Party shall have the right to participate, at its own expense in the defense of such action, suit, proceeding, investigation, claim or demand and shall cooperate as reasonably requested by the Indemnifying Party in the defense thereof; and (c) the Indemnifying Party shall not settle such action, suit, proceeding, investigation, claim or demand without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld.