Common use of Notice and Procedure Clause in Contracts

Notice and Procedure. Promptly after the Indemnified Party receives any claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in Sections 23.1 through 23.3 may apply, the Indemnified Party shall notify the Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by the failure to give the Indemnifying Party notice to the extent that said failure does not have a material and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party shall not settle any such action or investigation unless approved by the Indemnified Party (which approval shall not be unreasonably withheld). Notwithstanding the foregoing, (a) the Indemnified Party shall have the right to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liability.

Notice and Procedure. Promptly Each party entitled to indemnification under this Section 10.9 (the “Indemnified Party”) shall give written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party receives any claim or notice of the commencement of any action(whose approval shall not unreasonably be withheld), administrative or legal proceeding, or investigation as to which the indemnity provided for in Sections 23.1 through 23.3 may apply, and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall notify not relieve the Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by its obligations under this Agreement unless the failure to give the such notice is materially prejudicial to an Indemnifying Party notice Party’s ability to the extent that said failure does not have a material defend such action and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, howeverprovided further, that the Indemnifying Party shall not settle assume the defense for matters as to which there is a conflict of interest or there are separate and different defenses. No Indemnifying Party, in the defense of any such action claim or investigation unless approved by litigation, shall, except with the consent of each Indemnified Party (which approval whose consent shall not be unreasonably withheld). Notwithstanding , consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the foregoing, (a) giving by the claimant or plaintiff to such Indemnified Party shall have the right of a release from all liability in respect to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilitylitigation.

Notice and Procedure. Promptly Each party entitled to indemnification under this Section 10.9 (each, an “Indemnified Party”) shall give written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party receives any claim or notice of the commencement of any action(whose approval shall not unreasonably be withheld), administrative or legal proceeding, or investigation as to which the indemnity provided for in Sections 23.1 through 23.3 may apply, and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall notify not relieve the Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by its obligations under this Agreement unless the failure to give the such notice is materially prejudicial to an Indemnifying Party notice Party’s ability to the extent that said failure does not have a material defend such action and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, howeverprovided further, that the Indemnifying Party shall not settle assume the defense for matters as to which there is a conflict of interest or there are separate and different defenses. No Indemnifying Party, in the defense of any such action claim or investigation unless approved by litigation, shall, except with the consent of each Indemnified Party (which approval whose consent shall not be unreasonably withheld). Notwithstanding , consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the foregoing, (a) giving by the claimant or plaintiff to such Indemnified Party shall have the right of a release from all liability in respect to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilitylitigation.

Notice and Procedure. Promptly Each party entitled to indemnification under this Section 8.8 (the “Indemnified Party”) shall give written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party receives any claim or notice of the commencement of any action(whose approval shall not unreasonably be withheld), administrative or legal proceeding, or investigation as to which the indemnity provided for in Sections 23.1 through 23.3 may apply, and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall notify not relieve the Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by its obligations under this Agreement unless the failure to give the such notice is materially prejudicial to an Indemnifying Party notice Party’s ability to the extent that said failure does not have a material defend such action and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, howeverprovided further, that the Indemnifying Party shall not settle assume the defense for matters as to which there is a conflict of interest or there are separate and different defenses. No Indemnifying Party, in the defense of any such action claim or investigation unless approved by litigation, shall, except with the consent of each Indemnified Party (which approval whose consent shall not be unreasonably withheld). Notwithstanding , consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the foregoing, (a) giving by the claimant or plaintiff to such Indemnified Party shall have the right of a release from all liability in respect to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilitylitigation.

Notice and Procedure. Promptly Each party entitled to indemnification under this Section 10.9 (the “Indemnified Party”) shall give written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party receives any claim or notice of the commencement of any action(whose approval shall not unreasonably be withheld), administrative or legal proceeding, or investigation as to which the indemnity provided for in Sections 23.1 through 23.3 may apply, and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall notify not relieve the Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by its obligations under this Agreement unless the failure to give the such notice is materially prejudicial to an Indemnifying Party notice Party’s ability to the extent that said failure does not have a material defend such action and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, howeverfurther, that the Indemnifying Party shall not settle assume the defense for matters as to which there is a conflict of interest or there are separate and different defenses. No Indemnifying Party, in the defense of any such action claim or investigation unless approved by litigation, shall, except with the consent of each Indemnified Party (which approval whose consent shall not be unreasonably withheld). Notwithstanding , consent to entry of any judgment or enter into any settlement unless such judgment or settlement (x) includes, as an unconditional term thereof, the foregoing, (a) giving by the claimant or plaintiff to such Indemnified Party shall have the right of a release from all liability in respect to be represented in any such action claim or investigation by advisory counsel of its own selection and at its own expense, litigation; and (by) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available does not include any admission of fault or culpability or a failure to it that are different from, act by or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict on behalf of interest between the Indemnifying Party and the such Indemnified Party, then, in either case, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liability.

Notice and Procedure. Promptly Any party claiming indemnity hereunder (hereinafter referred to as the "INDEMNIFIED PARTY") shall give the party against whom indemnity is sought (hereinafter referred to as the "INDEMNIFYING PARTY") prompt written notice after the Indemnified Party receives obtaining knowledge of any claim or notice the existence of the commencement of any action, administrative or legal proceeding, or investigation facts as to which recovery may be sought against it in respect of which the Indemnifying Party may be liable because of the indemnity provided provisions set forth in this Section 7.07. If such claim for indemnity arises in Sections 23.1 through 23.3 may applyconnection with a legal action instituted by a third party (hereinafter a "THIRD PARTY CLAIM"), the Indemnified Party shall hereby agrees that, within five (5) business days after it is served with notice of the assertion of any Third Party Claim for which it may seek indemnity hereunder, the Indemnified Party will notify the Indemnifying Party in writing of such fact; providedThird Party Claim. The Indemnifying Party shall, however, within five (5) business days after the date that the rights of the Indemnified Party shall not be forfeited gives notice of a claim (whether a Third Party Claim or otherwise) as provided above, notify the Indemnified Party whether it accepts or contests its obligation of indemnity hereunder as claimed by the failure to give Indemnified Party. If the claim for indemnity arises in connection with a Third Party Claim and the Indemnifying Party notice accepts its indemnity obligation hereunder, the Indemnifying Party shall have the right, after conceding in writing its obligation of indemnity hereunder, to the extent that said failure does not have a material and adverse effect on conduct the defense of such action at its sole expense through counsel reasonably acceptable to the matterIndemnified Party. The Indemnified Party shall cooperate in such defense as reasonably necessary to enable the Indemnifying Party to conduct its defense, including providing the Indemnifying Party with reasonable access to such records as may be relevant to its defense. The Indemnifying Party shall assume on behalf be entitled to settle any such Third Party Claim without the prior written consent of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, Party provided that the Indemnifying Party shall not settle any such action or investigation unless approved by provides the Indemnified Party (which approval shall not be unreasonably withheld). Notwithstanding the foregoing, (a) with reasonable assurances that the Indemnified Party shall have will be fully indemnified by the right to be represented Indemnifying Party in connection with any such action or investigation by advisory counsel of Third Party Claim. The Indemnified Party shall be entitled to retain its own selection and counsel at its own expenseexpense in connection with any Third Party Claim that the Indemnifying Party has elected to defend. If the Indemnifying Party accepts its indemnity obligations hereunder in connection with a Third Party Claim but elects not to conduct the defense thereof, and (b) if the Indemnified Party may defend and/or settle such Third Party Claim and shall have reasonably concluded that (i) there may be legal defenses available entitled to it that are different frombe indemnified for the full amount of such claim and all costs and expenses, or additional toincluding attorneys' fees, or inconsistent with, those available incurred in connection therewith pursuant to this Section 7.07. If the Indemnifying Party, or (ii) there exists claim for indemnity arises in connection with a conflict of interest between Third Party Claim and the Indemnifying Party and the Indemnified Party, then, in either casecontests or does not accept its indemnity obligation hereunder, the Indemnified Party shall have the right to select separate counsel defend and/or settle such Third Party Claim and thereafter seek indemnity from the other party pursuant to participate this Section 7.07; provided, however, that the Indemnified Party shall not settle any such claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. If the claim for indemnity arises other than in the defense of such action on its own behalf connection with a Third Party Claim and the Indemnifying Party shall indemnify accepts its indemnity obligation hereunder, the Indemnifying Party shall, upon the request of the Indemnified Party, pay the full amount of such claim to the Indemnified Party for or to the fees and expenses of third party asserting such separate counselclaim as directed by the Indemnified Party. If any claim, action, proceeding or investigation the claim for indemnity arises as to which the indemnity provided for other than in Section 23.1, 23.2 or 23.3 applies connection with a Third Party Claim and the Indemnifying Party fails to assume the defense of such claimcontests its indemnity obligation hereunder, action, proceeding or investigation, then the Indemnified Party mayshall have the right to defend, at the Indemnifying Party’s expense, contest settle or settle take any other action with respect to such claim, claim and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the thereafter seek indemnity pursuant to this Section 23.5 5.07; provided, however, that the Indemnified Party shall not settle any such claim without the prior written consent of the Indemnifying Party, which consent shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilityunreasonably withheld.

Notice and Procedure. Promptly Each party entitled to indemnification under this Section 5.3(h) (the “Indemnified Party”) shall give written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party receives any claim or notice of the commencement of any action(whose approval shall not unreasonably be withheld), administrative or legal proceeding, or investigation as to which the indemnity provided for in Sections 23.1 through 23.3 may apply, and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall notify not relieve the Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by its obligations under this Agreement unless the failure to give the such notice is materially prejudicial to an Indemnifying Party notice Party’s ability to the extent that said failure does not have a material defend such action and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, howeverprovided further, that the Indemnifying Party shall not settle assume the defense for matters as to which there is a conflict of interest or there are separate and different defenses. No Indemnifying Party, in the defense of any such action claim or investigation unless approved by litigation, shall, except with the consent of each Indemnified Party (which approval whose consent shall not be unreasonably withheld). Notwithstanding , consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the foregoing, (a) giving by the claimant or plaintiff to such Indemnified Party shall have the right of a release from all liability in respect to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilitylitigation.

Notice and Procedure. Promptly Any party that proposes to assert the right to be indemnified under this Section 7 will, promptly as reasonably practicable after receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or parties under this Section 7, notify each such indemnifying party of the Indemnified Party receives commencement of such action, but the obligation to notify such indemnifying party will not relieve the indemnifying party from (i) any claim liability that it might have to any indemnified party otherwise than under this Section 7, and (ii) any liability that it may have to any indemnified party under the foregoing provision of this Section 7 unless, and only to the extent that, such omission results in the forfeiture or material impairment of substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified party, and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified party, jointly with any actionother indemnifying party similarly notified, administrative or legal proceeding, or investigation as to which the indemnity provided for in Sections 23.1 through 23.3 may apply, the Indemnified Party shall notify the Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by the failure to give the Indemnifying Party notice to the extent that said failure does not have a material and adverse effect on assume the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Partyaction, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; providedindemnified party, howeverand after notice from the indemnifying party to the indemnified party of its election to assume the defense, that the Indemnifying Party shall indemnifying party will not settle be liable to the indemnified party for any such action legal or other expenses except as provided below and except for the reasonable costs of investigation unless approved subsequently incurred by the Indemnified Party (which approval shall not be unreasonably withheld)indemnified party in connection with the defense. Notwithstanding the foregoing, (a) the Indemnified Party shall The indemnified party will have the right to be represented employ its own counsel in any such action or investigation action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless (1) the employment of counsel by advisory counsel of its own selection and at its own expensethe indemnified party has been authorized in writing by the indemnifying party, and (b2) if the Indemnified Party shall have indemnified party has reasonably concluded (based on advice of legal counsel to the indemnified party) that (i) there may be legal defenses available to it or other indemnified parties that are different from, from or additional to, or inconsistent with, in addition to those available to the Indemnifying Partyindemnifying party, or (ii3) there exists a conflict or potential conflict exists (based on advice of interest legal counsel to the indemnified party) between the Indemnifying Party indemnified party and the Indemnified Party, then, indemnifying party (in either case, which case the Indemnified Party shall indemnifying party will not have the right to select separate counsel to participate in direct the defense of such action on its own behalf and of the Indemnifying Party shall indemnify indemnified party), or (4) the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for indemnifying party has not in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such fees, disbursements and other charges will be reimbursed by the indemnifying party promptly after the indemnifying party receives a written invoice relating to fees, disbursements and other charges in reasonable detail. An indemnifying party will not, in any event, be liable for any settlement of any action or claim effected without its written consent. Notwithstanding the foregoing sentence, if an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel for which it is entitled to be reimbursed under this Section 7, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by this Section 7(c) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, actionaction or proceeding relating to the matters contemplated by this Section 7 (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent (x) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated (y) does not include a statement as to indemnify the Indemnified Party for or an admission of fault, culpability or a failure to act by or on behalf of any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilityindemnified party.

Notice and Procedure. Promptly Each party entitled to indemnification under this Section 2(e) (the “Indemnified Party”) shall give written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party receives any claim or notice of the commencement of any action(whose approval shall not unreasonably be withheld), administrative or legal proceeding, or investigation as to which the indemnity provided for in Sections 23.1 through 23.3 may apply, and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall notify not relieve the Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by its obligations under this Agreement unless the failure to give the such notice is materially prejudicial to an Indemnifying Party notice Party’s ability to the extent that said failure does not have a material defend such action and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, howeverprovided further, that the Indemnifying Party shall not settle assume the defense for matters as to which there is a conflict of interest or there are separate and different defenses. No Indemnifying Party, in the defense of any such action claim or investigation unless approved by litigation, shall, except with the consent of each Indemnified Party (which approval whose consent shall not be unreasonably withheld). Notwithstanding , consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the foregoing, (a) giving by the claimant or plaintiff to such Indemnified Party shall have the right of a release from all liability in respect to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilitylitigation.

Notice and Procedure. Promptly Each party entitled to indemnification under this Section 7.09 (the “Registration Rights Indemnified Party”) shall give written notice to the party required to provide indemnification (the “Registration Rights Indemnifying Party”) promptly after the such Registration Rights Indemnified Party receives has actual knowledge of any claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which indemnity may be sought, and shall permit the indemnity Registration Rights Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for in Sections 23.1 through 23.3 may applythe Registration Rights Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Registration Rights Indemnified Party (whose approval shall notify not unreasonably be withheld), and the Registration Rights Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Registration Rights Indemnified Party to give notice as provided herein shall not relieve the Registration Rights Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by its obligations under this Agreement unless the failure to give the such notice is materially prejudicial to an Registration Rights Indemnifying Party notice Party’s ability to the extent that said failure does not have a material and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Partydefend such action and, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, howeverprovided further, that the Registration Rights Indemnifying Party shall not settle assume the defense for matters as to which there is a conflict of interest or there are separate and different defenses. No Registration Rights Indemnifying Party, in the defense of any such action claim or investigation unless approved by litigation, shall, except with the consent of each Registration Rights Indemnified Party (which approval whose consent shall not be unreasonably withheld). Notwithstanding , consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the foregoing, (a) giving by the claimant or plaintiff to such Registration Rights Indemnified Party shall have the right of a release from all liability in respect to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilitylitigation.

Notice and Procedure. Promptly Either party claiming indemnity hereunder (hereinafter referred to as the "Indemnified Party") shall give the party against whom indemnity is sought (hereinafter referred to as the "Indemnifying Party") prompt written notice (the "Indemnification Notice") after the Indemnified Party receives obtaining knowledge of any claim or notice the existence of the commencement of any action, administrative or legal proceeding, or investigation facts as to which recovery may be sought against the Indemnifying Party because of the indemnity provided provisions set forth in this Article 9. The Indemnification Notice shall specify the basis for such indemnification claim, shall include the amount of such claim if known, and shall be supported by relevant information and documentation with respect thereto. If the Indemnifying Party does not object in Sections 23.1 through 23.3 may applywriting to such identification claim within thirty (30) business days of receiving such Indemnification Notice, the Indemnified Party shall notify be entitled to recover promptly from the Indemnifying Party in writing the amount of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited claim and no later objection by the failure to give the Indemnifying Party notice to shall be permitted. In the extent that said failure does not have a material and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, event that the Indemnifying Party shall not settle have timely objected in writing in whole or in part to any such action or investigation unless approved by the Indemnified Party (which approval shall not be unreasonably withheld). Notwithstanding the foregoingIndemnification Notice, (a) the Indemnified Party shall have the right to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, Party shall privately attempt to resolve or compromise the claim. If the Indemnifying Party and the Indemnified Party shall have failed to resolve or compromise or agree to postpone resolution of the claim within a period of thirty (30) days from the date the Indemnifying Party shall have objected in either casewriting, the Indemnified Party shall have the right be free to select separate counsel to participate in the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilityseek a legal remedy.

Notice and Procedure. Promptly after the Indemnified Party receives any claim or receipt by an indemnified party under this Section 7 of notice of the commencement of any action, administrative or legal proceedingsuch indemnified party will, or investigation as if a claim in respect thereof is to which be made against the indemnity provided for in Sections 23.1 through 23.3 may applyindemnifying party under this Section 7, the Indemnified Party shall notify the Indemnifying Party indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) of this Section 7 unless and to the extent it did not otherwise learn of such factaction and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) of this Section 7. The indemnifying party shall be entitled to appoint counsel (including local counsel) of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel, other than local counsel if not appointed by the indemnifying party, retained by the indemnified party or parties except as set forth below); provided, however, that the rights of the Indemnified Party such counsel shall not be forfeited by the failure to give the Indemnifying Party notice to the extent that said failure does not have a material and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party shall not settle any such action or investigation unless approved by the Indemnified Party (which approval shall not be unreasonably withheld)indemnified party. Notwithstanding the foregoingindemnifying party’s election to appoint counsel (including local counsel) to represent the indemnified party in an action, (a) the Indemnified Party indemnified party shall have the right to be represented in employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action or investigation by advisory counsel of its own selection include both the indemnified party and at its own expense, the indemnifying party and (b) if the Indemnified Party indemnified party shall have reasonably concluded that (i) there may be legal defenses available to it and/or other indemnified parties that are different from, from or additional to, or inconsistent with, to those available to the Indemnifying Party, indemnifying party; (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iiiv) there exists a conflict of interest between the Indemnifying Party and indemnifying party shall authorize the Indemnified Party, then, in either case, the Indemnified Party shall have the right indemnified party to select employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to participate in the defense entry of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or investigation arises as contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to which the indemnity provided for in Section 23.1such claim or action) unless such settlement, 23.2 compromise or 23.3 applies and the Indemnifying Party fails to assume the defense consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, proceeding suit or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilityproceeding.

Notice and Procedure. Promptly Each party entitled to indemnification under this Section 7.11 (the “Indemnified Party”) shall give written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual Knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party receives any claim or notice of the commencement of any action(whose approval shall not unreasonably be withheld), administrative or legal proceeding, or investigation as to which the indemnity provided for in Sections 23.1 through 23.3 may apply, and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall notify not relieve the Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by its obligations under this Agreement unless the failure to give the such notice is materially prejudicial to an Indemnifying Party notice Party’s ability to the extent that said failure does not have a material defend such action and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, howeverprovided further, that the Indemnifying Party shall not settle assume the defense for matters as to which there is a conflict of interest or there are separate and different defenses. No Indemnifying Party, in the defense of any such action claim or investigation unless approved by litigation, shall, except with the consent of each Indemnified Party (which approval whose consent shall not be unreasonably withheld). Notwithstanding , consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the foregoing, (a) giving by the claimant or plaintiff to such Indemnified Party shall have the right of a release from all liability in respect to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilitylitigation.

Notice and Procedure. Promptly Each party entitled to indemnification under this Section ‎14.9 (each, an “Indemnified Party”) shall give written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be approved by the Indemnified Party receives any claim or notice of the commencement of any action(whose approval shall not unreasonably be withheld), administrative or legal proceeding, or investigation as to which the indemnity provided for in Sections 23.1 through 23.3 may apply, and the Indemnified Party may participate in such defense at such party’s expense, and provided, further, that the failure of any Indemnified Party to give notice as provided herein shall notify not relieve the Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by its obligations under this Agreement unless the failure to give the such notice is materially prejudicial to an Indemnifying Party notice Party’s ability to the extent that said failure does not have a material defend such action and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, howeverfurther, that the Indemnifying Party shall not settle any such action or investigation unless approved by assume the Indemnified Party (defense for matters as to which approval shall not be unreasonably withheld). Notwithstanding the foregoing, (a) the Indemnified Party shall have the right to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists is a conflict of interest between the or there are separate and different defenses. No Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right to select separate counsel to participate in the defense of any such action on its own behalf and claim or litigation, shall, except with the Indemnifying Party shall indemnify consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party for the fees and expenses of a release from all liability in respect to such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liability.litigation. 77

Notice and Procedure. Promptly after (a) Any person seeking indemnity under any provision of this Agreement (the Indemnified Party receives “Indemnitee”) shall promptly notify the party from whom indemnity is sought (the “Indemnitor”) as to (i) the nature of any claim claims, damages, losses or notice of liabilities asserted by or against the Indemnitee for which the Indemnitee intends to seek indemnity hereunder (“Claims”) and (ii) if applicable, the commencement of any actionsuit or proceeding brought to enforce any Claims. The Indemnitor shall assume the defense of any such suit or other proceeding and the Indemnitee shall cooperate fully, administrative or legal proceedingat the Indemnitor’s sole cost and expense, or investigation as and shall be entitled reasonably to which consult with the indemnity provided for in Sections 23.1 through 23.3 may apply, the Indemnified Party shall notify the Indemnifying Party in writing of Indemnitor with respect to such factdefense; provided, however, that if the rights defendants in any such action include both the Indemnitor and the Indemnitee and the Indemnitee reasonably shall have concluded that there may be a conflict between the positions of the Indemnified Party shall not be forfeited by Indemnitor and the failure to give the Indemnifying Party notice to the extent that said failure does not have a material and adverse effect on Indemnitee in conducting the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party shall not settle any such action or investigation unless approved by the Indemnified Party (which approval shall not be unreasonably withheld). Notwithstanding the foregoing, (a) the Indemnified Party shall have the right to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, from or additional to, or inconsistent with, to those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either caseIndemnitor, the Indemnified Party Indemnitee shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on its own behalf and of such Indemnitee, in which case the Indemnifying Party shall indemnify the Indemnified Party for the reasonable fees and expenses of such separate counselcounsel shall be at the expense of the Indemnitor. If The Indemnitor shall not, without the written consent of the Indemnitee, (A) settle or compromise any claimclaim or consent to the entry of any judgment which provides for relief other than the payment of monetary damages, action, proceeding (B) settle or investigation arises compromise any claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant to which the indemnity provided for Indemnitee a release from all liability in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails respect to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest (C) settle or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for compromise any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilityconsent to entry of any judgment which includes an admission of wrongdoing by the Indemnitee.

Notice and Procedure. Promptly Any party claiming indemnity hereunder (hereinafter referred to as the “Indemnified party”) shall give the party against whom indemnity is sought (hereinafter referred to as the “Indemnifying party”) prompt written notice after the Indemnified Party receives obtaining knowledge of any claim or the existence of facts as to which recovery may be sought against it in respect of which the Indemnifying party may be liable because of the indemnity provisions set forth in this Section 7.07. If such claim for indemnity arises in connection with a legal action instituted by a third party (hereinafter a “Third Party Claim”), the Indemnified party hereby agrees that, within ten (10) Business Days after it is served with notice of the commencement assertion of any action, administrative or legal proceeding, or investigation as to Third Party Claim for which the it may seek indemnity provided for in Sections 23.1 through 23.3 may applyhereunder, the Indemnified Party shall party will notify the Indemnifying Party party in writing of such factThird Party Claim. The Indemnifying party shall, within ten (10) Business Days after the date that the Indemnified party gives notice of a claim (whether a Third Party Claim or otherwise) as provided above, notify the Indemnified party whether it accepts or contests its obligation of indemnity hereunder as claimed by the Indemnified party. If the claim for indemnity arises in connection with a Third Party Claim and the Indemnifying party accepts its indemnity obligation hereunder, the Indemnifying party shall have the right, after conceding in writing its obligation of indemnity hereunder, to conduct the defense of such action at its sole expense through counsel reasonably acceptable to the Indemnified party. The Indemnified party shall cooperate in such defense as reasonably necessary to enable the Indemnifying party to conduct its defense, including providing the Indemnifying party with reasonable access to such records as may be relevant to its defense. The Indemnifying party shall be entitled to settle any such Third Party Claim without the prior written consent of the Indemnified party provided that the Indemnifying party provides the Indemnified party with reasonable assurances that the Indemnified party will be fully indemnified by the Indemnifying party in connection with any such Third Party Claim. The Indemnified party shall be entitled to retain its own counsel at its own expense in connection with any Third Party Claim that the Indemnifying party has elected to defend. If the Indemnifying party accepts its indemnity obligations hereunder in connection with a Third Party Claim but elects not to conduct the defense thereof, the Indemnified party may defend and/or settle such Third Party Claim and shall be entitled to be indemnified for the full amount of such claim and all costs and expenses, including attorneys’ fees, incurred in connection therewith pursuant to this Section 7.07. If the claim for indemnity arises in connection with a Third Party Claim and the Indemnifying party contests or does not accept its indemnity obligation hereunder, the Indemnified party shall have the right to defend and/or settle such Third Party Claim and thereafter seek indemnity from the other party pursuant to this Section 7.07; provided, however, that the rights Indemnified party shall not settle any such claim without the prior written consent of the Indemnifying party, which consent shall not be unreasonably withheld. If the claim for indemnity arises other than in connection with a Third Party Claim and the Indemnifying party accepts its indemnity obligation hereunder, the Indemnifying party shall, upon the request of the Indemnified Party shall not be forfeited by party, pay the failure to give the Indemnifying Party notice to the extent that said failure does not have a material and adverse effect on the defense full amount of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory such claim to the Indemnified Partyparty or to the third party asserting such claim as directed by the Indemnified party. If the claim for indemnity arises other than in connection with a Third Party Claim and the Indemnifying party contests its indemnity obligation hereunder, the Indemnified party shall have the right to defend, settle or take any other action with respect to such claim and thereafter seek indemnity pursuant to this Section 7.07; provided, however, that the Indemnifying Party Indemnified party shall not settle any such action or investigation unless approved by claim without the Indemnified Party (prior written consent of the Indemnifying party, which approval consent shall not be unreasonably withheld). Notwithstanding the foregoing, (a) the Indemnified Party shall have the right to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liability.

Notice and Procedure. Promptly after the Any Indemnified Party receives any wishing to claim or notice of the commencement indemnification under Section 6.10(a), upon learning of any claim, action, administrative or legal proceedingsuit, proceeding or investigation as to which the indemnity described above, shall promptly notify Parent thereof; provided for in Sections 23.1 through 23.3 may apply, the Indemnified Party shall notify the Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party failure so to notify shall not be forfeited by affect the failure to give the Indemnifying Party notice obligations of Parent under Section 6.10(a) unless and to the extent that said failure does Parent is actually prejudiced as a result of such failure. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) Parent shall have the right to assume the defense thereof and Parent shall not have a material be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, except that if Parent shall elect not to assume such defense, or counsel for the Indemnified Parties advises in writing that there are issues which raise conflicts of interest between Parent and adverse effect on the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and Parent shall pay the reasonable fees and expenses of one such counsel for the Indemnified Parties in any jurisdiction promptly as statements thereof are received, (ii) the Indemnified Parties shall cooperate in the defense of the any such matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party (iii) Parent shall not settle be liable for any such action or investigation unless approved by the Indemnified Party settlement effected without its prior written consent (which approval consent shall not be unreasonably withheld). Notwithstanding the foregoing, (a) the and provided, further, that Parent shall not have any obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable, that the right to be represented in any indemnification of such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding manner contemplated by this Agreement is not permitted or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilityprohibited by applicable law.

Notice and Procedure. Promptly Any party claiming indemnity hereunder (hereinafter referred to as the "INDEMNIFIED PARTY") shall give the party against whom indemnity is sought (hereinafter referred to as the "INDEMNIFYING PARTY") prompt written notice after the Indemnified Party receives obtaining knowledge of any claim or notice the existence of the commencement of any action, administrative or legal proceeding, or investigation facts as to which recovery may be sought against it in respect of which the Indemnifying Party may be liable because of the indemnity provided provisions set forth in this SECTION 7.07. If such claim for indemnity arises in Sections 23.1 through 23.3 may applyconnection with a legal action instituted by a third party (hereinafter a "THIRD PARTY CLAIM"), the Indemnified Party shall hereby agrees that, within five (5) business days after it is served with notice of the assertion of any Third Party Claim for which it may seek indemnity hereunder, the Indemnified Party will notify the Indemnifying Party in writing of such fact; providedThird Party Claim. The Indemnifying Party shall, however, within five (5) business days after the date that the rights of the Indemnified Party shall not be forfeited gives notice of a claim (whether a Third Party Claim or otherwise) as provided above, notify the Indemnified Party whether it accepts or contests its obligation of indemnity hereunder as claimed by the failure to give Indemnified Party. If the claim for indemnity arises in connection with a Third Party Claim and the Indemnifying Party notice accepts its indemnity obligation hereunder, the Indemnifying Party shall have the right, after conceding in writing its obligation of indemnity hereunder, to the extent that said failure does not have a material and adverse effect on conduct the defense of such action at its sole expense through counsel reasonably acceptable to the matterIndemnified Party. The Indemnified Party shall cooperate in such defense as reasonably necessary to enable the Indemnifying Party to conduct its defense, including providing the Indemnifying Party with reasonable access to such records as may be relevant to its defense. The Indemnifying Party shall assume on behalf be entitled to settle any such Third Party Claim without the prior written consent of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, Party provided that the Indemnifying Party shall not settle any such action or investigation unless approved by provides the Indemnified Party (which approval shall not be unreasonably withheld). Notwithstanding the foregoing, (a) with reasonable assurances that the Indemnified Party shall have will be fully indemnified by the right to be represented Indemnifying Party in connection with any such action or investigation by advisory counsel of Third Party Claim. The Indemnified Party shall be entitled to retain its own selection and counsel at its own expenseexpense in connection with any Third Party Claim that the Indemnifying Party has elected to defend. If the Indemnifying Party accepts its indemnity obligations hereunder in connection with a Third Party Claim but elects not to conduct the defense thereof, and (b) if the Indemnified Party may defend and/or settle such Third Party Claim and shall have reasonably concluded that (i) there may be legal defenses available entitled to it that are different frombe indemnified for the full amount of such claim and all costs and expenses, or additional toincluding attorneys' fees, or inconsistent with, those available incurred in connection therewith pursuant to this SECTION 7.07. If the Indemnifying Party, or (ii) there exists claim for indemnity arises in connection with a conflict of interest between Third Party Claim and the Indemnifying Party and the Indemnified Party, then, in either casecontests or does not accept its indemnity obligation hereunder, the Indemnified Party shall have the right to select separate counsel defend and/or settle such Third Party Claim and thereafter seek indemnity from the other party pursuant to participate this SECTION 7.07; PROVIDED, HOWEVER, that the Indemnified Party shall not settle any such claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. If the claim for indemnity arises other than in the defense of such action on its own behalf connection with a Third Party Claim and the Indemnifying Party shall indemnify accepts its indemnity obligation hereunder, the Indemnifying Party shall, upon the request of the Indemnified Party, pay the full amount of such claim to the Indemnified Party for or to the fees and expenses of third party asserting such separate counselclaim as directed by the Indemnified Party. If any claim, action, proceeding or investigation the claim for indemnity arises as to which the indemnity provided for other than in Section 23.1, 23.2 or 23.3 applies connection with a Third Party Claim and the Indemnifying Party fails to assume the defense of such claimcontests its indemnity obligation hereunder, action, proceeding or investigation, then the Indemnified Party mayshall have the right to defend, at the Indemnifying Party’s expense, contest settle or settle take any other action with respect to such claim, claim and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the thereafter seek indemnity pursuant to this Section 23.5 SECTION 5.07; PROVIDED, HOWEVER, that the Indemnified Party shall not settle any such claim without the prior written consent of the Indemnifying Party, which consent shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilityunreasonably withheld.

Notice and Procedure. Promptly after (a) In the Indemnified Party receives event that any Legal Proceedings are instituted by a third party or any claim or notice demand is asserted or threatened against or sought to be collected from a Person who is seeking indemnity under any provision of this Agreement (the commencement of any action“Indemnitee”) by a third party, administrative or legal proceeding, or investigation as to in each case for which the party from whom indemnity provided for in Sections 23.1 through 23.3 is sought (the “Indemnitor”) may applyhave liability to any Indemnitee hereunder (a “Third Party Claim”), the Indemnified such Indemnitee shall, promptly following such Indemnitee’s receipt of a Third Party shall Claim, notify the Indemnifying Party Indemnitor in writing of such factThird Party Claim (a “Claim Notice”); provided, however, that the rights of the Indemnified Party shall not be forfeited by the failure to give a timely Claim Notice shall relieve the Indemnifying Party notice Indemnitor of its obligations hereunder only if and to the extent that said such failure does not have has a material and adverse materially prejudicial effect on the defense defenses or other rights available to the Indemnitor with respect to such Third Party Claim or the Indemnitor is otherwise materially prejudiced by such delay. The Indemnitor shall have thirty (30) days after receipt of the matter. The Indemnifying Claim Notice (the “Notice Period”) to notify the Indemnitee that it desires to defend the Indemnitee against such Third Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified PartyClaim; provided, however, that in such notice the Indemnifying Party shall not settle Indemnitor must agree to indemnify the Indemnitee from and against the entirety of any such action and all Damages the Indemnitee may suffer resulting from, arising out of, relating to, in the nature of or investigation unless approved caused by the Indemnified Third Party Claim (which approval shall not be unreasonably withheldsubject to the limitations of this Section 9). Notwithstanding The Claim Notice shall include copies of any demand, complaint and other material correspondence and documents served on or received by the foregoingIndemnitee with respect to such Third Party Claim and shall specify, (ain reasonable detail, the nature of such Third Party Claim. Information marked “[***]” has been omitted pursuant to Item 601(b)(10)(iv) the Indemnified Party shall have the right to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that Regulation S-K because it (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or is not material and (ii) there exists a conflict is the type of interest between information the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding registrant treats as private or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilityconfidential.

Notice and Procedure. Promptly Each party entitled to indemnification under this Section 5.3(i) (the “Indemnified Party”) shall give written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party receives any claim or notice of the commencement of any action(whose approval shall not unreasonably be withheld), administrative or legal proceeding, or investigation as to which the indemnity provided for in Sections 23.1 through 23.3 may apply, and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall notify not relieve the Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by its obligations under this Agreement unless the failure to give the such notice is materially prejudicial to an Indemnifying Party notice Party’s ability to the extent that said failure does not have a material defend such action and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, howeverprovided further, that the Indemnifying Party shall not settle assume the defense for matters as to which there is a conflict of interest or there are separate and different defenses. No Indemnifying Party, in the defense of any such action claim or investigation unless approved by litigation, shall, except with the consent of each Indemnified Party (which approval whose consent shall not be unreasonably withheld). Notwithstanding , consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the foregoing, (a) giving by the claimant or plaintiff to such Indemnified Party shall have the right of a release from all liability in respect to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilitylitigation.

Notice and Procedure. Promptly Each party entitled to indemnification under this Section 5.9 (each, an “Indemnified Party”) shall give written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party receives any claim or notice of the commencement of any action(whose approval shall not unreasonably be withheld), administrative or legal proceeding, or investigation as to which the indemnity provided for in Sections 23.1 through 23.3 may apply, and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall notify not relieve the Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by its obligations under this Agreement unless the failure to give the such notice is materially prejudicial to an Indemnifying Party notice Party’s ability to the extent that said failure does not have a material defend such action and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, howeverprovided further, that the Indemnifying Party shall not settle assume the defense of any action, in which there is, in the reasonable opinion of counsel selected by the Indemnifying Party to represent the Indemnified Party, a material conflict or any material issue between the position of the Indemnifying Party and the position of the Indemnified Party. No Indemnifying Party, in the defense of any such action claim or investigation unless approved by litigation, shall, except with the consent of each Indemnified Party (which approval whose consent shall not be unreasonably withheld). Notwithstanding , consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the foregoing, (a) giving by the claimant or plaintiff to such Indemnified Party shall have the right of a release from all liability in respect to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilitylitigation.

Notice and Procedure. Promptly Any party claiming indemnity hereunder (hereinafter referred to as the "Indemnified Party" shall give the party against whom indemnity is sought (hereinafter referred to as the "Indemnifying Party") prompt written notice after the Indemnified Party receives obtaining knowledge of any claim or notice the existence of the commencement of any action, administrative or legal proceeding, or investigation facts as to which recovery may be sought against the Indemnifying Party because of the indemnity provided provisions set forth in this Section 7. If such claim for indemnity arises in Sections 23.1 through 23.3 may applyconnection with a legal action instituted by, or a claim made by, a third party (hereinafter a "Third Party Claim"), the Indemnified Party shall hereby agrees that, within ten (10) business days after it is served with notice of the assertion of any Third Party Claim for which it may seek indemnity hereunder, the Indemnified Party will notify the Indemnifying Party in writing of such fact; providedThird Party Claim. If the claim for indemnity arises in connection with a Third Party Claim, however, that the rights Indemnifying Party shall have the right at any time after receipt of notice of such claim from the Indemnified Party to assume the defense (which assumption may be made under a reservation of rights) and to control the settlement and compromise of such action or claim at its sole expense. The Indemnified Party shall not be forfeited by the failure cooperate in such defense as reasonably necessary to give enable the Indemnifying Party notice to conduct its defense, including providing the extent that said failure does not have a material and adverse effect on the defense of the matterIndemnifying Party with reasonable access to such records as may be relevant to its defense. The Indemnifying Party shall assume on behalf be entitled to settle any such Third Party Claim without the prior written consent of the Indemnified Party, and Party provided that the Indemnifying Party provides the Indemnified Party with reasonable assurances that the Indemnified Party will be fully indemnified by the Indemnifying Party in connection with any such Third Party Claim. The Indemnified Party shall be entitled to retain its own counsel at its own expense in connection with any Third Party Claim that the Indemnifying Party has elected to defend. If the Indemnifying Party elects not to conduct with due diligence and in good faiththe defense of a Third Party Claim, the defense thereof with counsel reasonably satisfactory to the Indemnified PartyParty may defend and/or settle such Third Party Claim; provided, however, that the Indemnifying Party shall not settle be liable for any costs, damages or expenses arising out of any settlement effected without its prior written consent, unless at the time of such action or investigation unless approved by the Indemnified Party (which approval shall not be unreasonably withheld). Notwithstanding the foregoing, (a) the Indemnified Party shall have the right to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to settlement the Indemnifying Party, or (ii) there exists a conflict upon being fully informed regarding the terms of interest between such settlement and the facts and circumstances regarding the Third Party Claim, denies liability to the Indemnified Party for indemnification under this Agreement. The Indemnified Party and the Indemnifying Party agree to keep each other reasonably informed as to the progress of any matter that is the subject of an indemnity claim under this Agreement. The Indemnified Party further agrees to take any and all reasonable steps, including, without limitation, those steps reasonably requested by the Indemnified Indemnifying Party, thento mitigate any losses, in either case, damages or expenses with respect to any indemnity claim under this Agreement and to cooperate with the defense thereof. In the event it is ultimately determined that the Indemnified Party shall have was not entitled to indemnification under this Agreement, and the right to select separate counsel to participate in Indemnifying Party has nonetheless assumed the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigationasserted liability, then the Indemnified Party mayshall, at such time as it is ultimately determined that the Indemnifying Party’s expenseIndemnified Party was not entitled to indemnification, contest or settle such claim, and reimburse the Indemnifying Party shall remain obligated to indemnify for the costs and expenses, including reasonable attorney's fees, incurred by the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilityin connection with such assumption.

Notice and Procedure. Promptly Either party claiming indemnity hereunder (hereinafter referred to as the "Indemnified Party") shall give the party against whom indemnity is sought (hereinafter referred to as the "Indemnifying Party") and the Disbursing Agent prompt written notice after the Indemnified Party receives obtaining knowledge of any claim or notice the existence of the commencement of any action, administrative or legal proceeding, or investigation facts as to which recovery may be sought against the Indemnifying Party because of the indemnity provided provisions set forth in this Article 10. If such claim for indemnity arises in Sections 23.1 through 23.3 may applyconnection with a legal action instituted by, or by a claim made by, a third party (hereinafter a "Third Party Claim"), the Indemnified Party shall hereby agrees that, within ten (10) business days after it is served with notice of the assertion of any Third Party Claim for which it may seek indemnity hereunder, the Indemnified Party will notify the Indemnifying Party in writing of such fact; providedThird Party Claim. If the claim for indemnity arises in connection with a Third Party Claim, howeverthe Indemnifying Party shall have the right, that at any time after receipt of notice of such claim from the rights Indemnified Party, to assume the defense (which assumption may be made under a reservation of rights) and to control the settlement and compromise of such action or claim at its sole expense. The Indemnified Party shall not be forfeited by the failure cooperate in such defense as reasonably necessary to give enable the Indemnifying Party notice to conduct its defense, including providing the extent that said failure does not have a material and adverse effect on the defense of the matterIndemnifying Party with reasonable access to such records as may be relevant to its defense. The Indemnifying Party shall assume on behalf be entitled to settle any such Third Party Claim without the prior written consent of the Indemnified Party, and Party provided that the Indemnifying Party provides the Indemnified Party with reasonable assurances that the Indemnified Party will be fully indemnified by the Indemnifying Party in connection with any such Third Party Claim. The Indemnified Party shall be entitled to retain its own counsel at its own expense in connection with any Third Party Claim that the Indemnifying Party has elected to defend. If the Indemnifying Party elects not to conduct with due diligence and in good faiththe defense of a Third Party Claim, the defense thereof with counsel reasonably satisfactory to the Indemnified PartyParty may defend and/or settle such Third Party Claim; provided, however, that the Indemnifying Party shall not settle be liable for any such action or investigation unless approved by the Indemnified Party (which approval shall not be unreasonably withheld). Notwithstanding the foregoingcosts, (a) the Indemnified Party shall have the right to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different fromdamages, or additional toexpenses arising out of any settlement effected without its prior written consent, or inconsistent with, those available to unless at the time of such settlement the Indemnifying Party, or (ii) there exists a conflict upon being fully informed regarding the terms of interest between such settlement and the facts and circumstances regarding the Third Party Claim, denies liability to the Indemnified Party for indemnification under this Agreement. The Indemnified Party and the Indemnifying Party agree to keep each other reasonably informed as to the progress of any matter that is the subject of an indemnity claim under this Agreement. The Indemnified Party further agrees to take any and all reasonable steps, including (without limitation) those steps reasonably requested by the Indemnified Indemnifying Party, thento mitigate any losses, in either casedamages, or expenses with respect to any indemnity claim under this Agreement and to cooperate with the defense thereof. In the event it is ultimately determined that the Indemnified Party shall have was not entitled to indemnification under this Agreement, and the right to select separate counsel to participate in Indemnifying Party has nonetheless assumed the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigationasserted liability, then the Indemnified Party mayshall, at such time as it is ultimately determined that the Indemnifying Party’s expenseIndemnified Party was not entitled to indemnification, contest or settle such claim, and reimburse the Indemnifying Party shall remain obligated to indemnify for the reasonable costs and expenses, including reasonable attorney's fees, incurred by the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilityin connection with such assumption.

Notice and Procedure. Promptly Each party entitled to indemnification under this Section 5 (the “Indemnified Party”) shall give written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party receives any claim or notice of the commencement of any action(whose approval shall not unreasonably be withheld), administrative or legal proceeding, or investigation as to which the indemnity provided for in Sections 23.1 through 23.3 may apply, and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall notify not relieve the Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by its obligations under this Agreement unless the failure to give the such notice is materially prejudicial to an Indemnifying Party notice Party’s ability to the extent that said failure does not have a material defend such action and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, howeverprovided further, that the Indemnifying Party shall not settle assume the defense for matters as to which there is a conflict of interest or there are separate and different defenses. No Indemnifying Party, in the defense of any such action claim or investigation unless approved by litigation, shall, except with the consent of each Indemnified Party (which approval whose consent shall not be unreasonably withheld). Notwithstanding , consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the foregoing, (a) giving by the claimant or plaintiff to such Indemnified Party shall have the right of a release from all liability in respect to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilitylitigation.

Notice and Procedure. Promptly after In order for the Indemnified Party receives party from whom indemnity may be sought (the "Indemnitor") to be fully informed at all times concerning its possible obligations to give indemnity to the claimant thereof under the provisions of this Article IX (the "Indemnitee") and to permit the amount thereof to be minimized, if the Indemnitee suffers or is threatened with or incurs any claim loss, damage or notice of the commencement of any action, administrative or legal proceeding, or investigation as expense for which it would be entitled to which the indemnity provided for in Sections 23.1 through 23.3 may applybe indemnified, the Indemnified Party Indemnitee shall notify the Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by the failure to promptly give the Indemnifying Party written notice to the extent that said failure does not have Indemnitor (together with a material and adverse effect on the defense copy of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party shall not settle any such action or investigation unless approved by the Indemnified Party (which approval shall not be unreasonably withheld). Notwithstanding the foregoing, (a) the Indemnified Party shall have the right to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, actionprocess or other legal pleading) after obtaining knowledge of any claim, proceeding or investigation arises as to which and if such indemnity shall arise from the indemnity provided for in Section 23.1claim of a third party, 23.2 or 23.3 applies and the Indemnifying Party fails shall permit Indemnitor to assume the defense of any such claim, action, proceeding claim or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle any litigation resulting from such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment claim with counsel of the indemnity pursuant to this Section 23.5 Indemnitor's own choosing, provided that Indemnitee shall not be predicated on required to permit Indemnitor to assume the Indemnified Party having made payment on defense of any suitthird party claim which if not first paid, actiondischarged or otherwise complied with would result in the interruption or cessation of the conduct or operation of the Company's Business or any material part thereof or otherwise materially adversely affect the Company's Business or assets. Notwithstanding the foregoing notice requirement, lossthe right to indemnification hereunder shall not be affected by any delay by Indemnitee in giving such notice unless, damageand then only to the extent that, the rights and remedies of Indemnitor shall have been prejudiced as a result of the delay in giving such notice. Failure of the Indemnitor to give notice to the Indemnitee of Indemnitor's election to assume or not to assume the defense of any such claim or liabilityaction by a third party within ten business days after notice thereof (accompanied by the information required by this Section) shall have been given to Indemnitor, shall be deemed a waiver of its right to defend such claim or action.

Notice and Procedure. Promptly Each party entitled to indemnification under this Section 13.8 (each, an “Indemnified Party”) shall give written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party receives any claim or notice of the commencement of any action(whose approval shall not unreasonably be withheld), administrative or legal proceeding, or investigation as to which the indemnity provided for in Sections 23.1 through 23.3 may apply, and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall notify not relieve the Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by its obligations under this Agreement unless the failure to give the such notice is materially prejudicial to an Indemnifying Party notice Party’s ability to the extent that said failure does not have a material defend such action and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, howeverprovided further, that the Indemnifying Party shall not settle any such action or investigation unless approved by assume the Indemnified Party (defense for matters as to which approval shall not be unreasonably withheld). Notwithstanding the foregoing, (a) the Indemnified Party shall have the right to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists is a conflict of interest between the or there are separate and different defenses. No Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right to select separate counsel to participate in the defense of any such action on its own behalf and claim or litigation, shall, except with the Indemnifying Party shall indemnify consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party for the fees and expenses of a release from all liability in respect to such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilitylitigation.

Notice and Procedure. Promptly after An indemnified party shall give prompt notice to the Indemnified Party receives any claim or notice of the commencement of indemnifying party if any action, administrative or legal proceedingsuit, proceeding or investigation as is commenced in respect of which indemnity may be sought hereunder, but failure to which the indemnity provided for in Sections 23.1 through 23.3 may apply, the Indemnified Party shall so notify the Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party an indemnifying party shall not be forfeited by relieve the failure indemnifying party from its obligations to give the Indemnifying Party notice indemnify hereunder, except to the extent that said failure does not have the indemnifying party has been prejudiced in any material respect by such failure. If it so elects within a material and adverse effect on reasonable time after receipt of such notice, an indemnifying party may assume the defense of such action, including the matter. The Indemnifying Party shall assume on behalf employment of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, that indemnified party and payment of all expenses of the Indemnifying Party shall not settle any indemnified party in connection with such action or investigation unless approved by the Indemnified Party (which approval shall not be unreasonably withheld)action. Notwithstanding the foregoing, (a) the Indemnified Party Such indemnified party shall have the right to be represented employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless the employment of such counsel shall have been authorized in writing by the indemnifying party in connection with the defense of such action or investigation by advisory the indemnifying party shall not have promptly employed counsel of its own selection and at its own expense, and (b) if the Indemnified Party reasonably satisfactory to such indemnified party or such indemnified party shall have reasonably concluded that (i) there may be one or more legal defenses available to it that are different from, from or additional to, or inconsistent with, to those available to the Indemnifying Partyindemnifying party, or (ii) there exists a conflict in any of interest between which events such fees and expenses shall be borne by the Indemnifying Party indemnifying party and the Indemnified Party, then, in either case, the Indemnified Party indemnifying party shall not have the right to select separate counsel to participate in direct the defense of such action on its own behalf and of the Indemnifying Party indemnified party. The indemnifying party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party be liable for any and all lossessettlement of any claim against the indemnified party (or its directors, damagesofficers, and liability (includingemployees, without limitationaffiliates or controlling persons), attorneys’ fees and expenses) associated therewith. The payment of made with the indemnity pursuant to this Section 23.5 indemnifying party’s written consent, which consent shall not be predicated on unreasonably withheld. The indemnifying party shall not, without the Indemnified Party having made payment on written consent of the indemnified party, settle or compromise any suit, action, loss, damage, claim against the indemnified party based upon circumstances giving rise to an indemnification claim against the indemnifying party hereunder unless such settlement or liabilitycompromise provides that the indemnified party and any other indemnified parties shall be unconditionally and irrevocably released from all liability in respect to such claim.

Notice and Procedure. Promptly Each party entitled to indemnification under this Section 10.09 (each, an “Indemnified Party”) shall give written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party receives any claim or notice of the commencement of any action(whose approval shall not unreasonably be withheld), administrative or legal proceeding, or investigation as to which the indemnity provided for in Sections 23.1 through 23.3 may apply, and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall notify not relieve the Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by its obligations under this Agreement unless the failure to give the such notice is materially prejudicial to an Indemnifying Party notice Party’s ability to the extent that said failure does not have a material defend such action and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, howeverprovided further, that the Indemnifying Party shall not settle assume the defense for matters as to which there is a conflict of interest or there are separate and different defenses. No Indemnifying Party, in the defense of any such action claim or investigation unless approved by litigation, shall, except with the consent of each Indemnified Party (which approval whose consent shall not be unreasonably withheld). Notwithstanding , consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the foregoing, (a) giving by the claimant or plaintiff to such Indemnified Party shall have the right of a release from all liability in respect to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilitylitigation.

Notice and Procedure. Promptly Each party entitled to indemnification under this Section 11.12 (the “Indemnified Party”) shall give written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party receives any claim or notice of the commencement of any action(whose approval shall not unreasonably be withheld), administrative or legal proceeding, or investigation as to which the indemnity provided for in Sections 23.1 through 23.3 may apply, and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall notify not relieve the Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by its obligations under this Agreement unless the failure to give the such notice is materially prejudicial to an Indemnifying Party notice Party’s ability to the extent that said failure does not have a material defend such action and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, howeverprovided further, that the Indemnifying Party shall not settle assume the defense for matters as to which there is a conflict of interest or there are separate and different defenses. No Indemnifying Party, in the defense of any such action claim or investigation unless approved by litigation, shall, except with the consent of each Indemnified Party (which approval whose consent shall not be unreasonably withheld). Notwithstanding , consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the foregoing, (a) giving by the claimant or plaintiff to such Indemnified Party shall have the right of a release from all liability in respect to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilitylitigation.

Notice and Procedure. Promptly Each party entitled to indemnification under this Section ‎14.9 (each, an “Indemnified Party”) shall give written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be approved by the Indemnified Party receives any claim or notice of the commencement of any action(whose approval shall not unreasonably be withheld), administrative or legal proceeding, or investigation as to which the indemnity provided for in Sections 23.1 through 23.3 may apply, and the Indemnified Party may participate in such defense at such party’s expense, and provided, further, that the failure 116 of any Indemnified Party to give notice as provided herein shall notify not relieve the Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by its obligations under this Agreement unless the failure to give the such notice is materially prejudicial to an Indemnifying Party notice Party’s ability to the extent that said failure does not have a material defend such action and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, howeverfurther, that the Indemnifying Party shall not settle any such action or investigation unless approved by assume the Indemnified Party (defense for matters as to which approval shall not be unreasonably withheld). Notwithstanding the foregoing, (a) the Indemnified Party shall have the right to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists is a conflict of interest between the or there are separate and different defenses. No Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right to select separate counsel to participate in the defense of any such action on its own behalf and claim or litigation, shall, except with the Indemnifying Party shall indemnify consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party for the fees and expenses of a release from all liability in respect to such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilitylitigation.

Notice and Procedure. Promptly Each party entitled to indemnification under this Section 3.8 (each, an “Indemnified Party”) shall give written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party receives any claim or notice of the commencement of any action(whose approval shall not unreasonably be withheld), administrative or legal proceeding, or investigation as to which the indemnity provided for in Sections 23.1 through 23.3 may apply, and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall notify not relieve the Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by its obligations under this Agreement unless the failure to give the such notice is materially prejudicial to an Indemnifying Party notice Party’s ability to the extent that said failure does not have a material defend such action and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, howeverprovided further, that the Indemnifying Party shall not settle assume the defense for matters as to which there is a conflict of interest or there are separate and different defenses. No Indemnifying Party, in the defense of any such action claim or investigation unless approved by litigation, shall, except with the consent of each Indemnified Party (which approval whose consent shall not be unreasonably withheld). Notwithstanding , consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the foregoing, (a) giving by the claimant or plaintiff to such Indemnified Party shall have the right of a release from all liability in respect to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liability.litigation. (d)

Notice and Procedure. Promptly Either party claiming indemnity hereunder (hereinafter referred to as the "Indemnified Party") shall give the party against whom indemnity is sought (hereinafter referred to as the "Indemnifying Party") prompt written notice (the "Indemnification Notice") after the Indemnified Party receives obtaining knowledge of any claim or notice the existence of the commencement of any action, administrative or legal proceeding, or investigation facts as to which recovery may be sought against the Indemnifying Party because of the indemnity provided provisions set forth in this Article 10. The Indemnification Notice shall specify the basis for such indemnification claim, shall include the amount of such claim if known, and shall be supported by relevant information and documentation with respect thereto. If the Indemnifying Party does not object in Sections 23.1 through 23.3 may applywriting to such indemnification claim within thirty (30) business days of receiving such Indemnification Notice, the Indemnified Party shall notify be entitled to recover promptly from the Indemnifying Party in writing the amount of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited claim and no later objection by the failure to give the Indemnifying Party notice to shall be permitted. In the extent that said failure does not have a material and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, event that the Indemnifying Party shall not settle have timely objected in writing in whole or in part to any such action or investigation unless approved by the Indemnified Party (which approval shall not be unreasonably withheld). Notwithstanding the foregoingIndemnification Notice, (a) the Indemnified Party shall have the right to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, Party shall privately attempt to resolve or compromise the claim. If the Indemnifying Party and the Indemnified Party shall have failed to resolve or compromise or agree to postpone resolution of the claim within a period of thirty (30) days from the date the Indemnifying Party shall have objected in either casewriting, the Indemnified Party shall have the right be free to select separate counsel to participate in the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilityseek a legal remedy.

Notice and Procedure. Promptly after (a) Any Party seeking indemnity under any provision of this Agreement (the Indemnified “Indemnitee”) shall promptly notify the Party receives from whom indemnity is sought (the “Indemnitor”) as to (i) the nature of any claim claims, damages, losses or notice of liabilities asserted by or against the Indemnitee for which the Indemnitee intends to seek indemnity hereunder (“Claims”) and (ii) if applicable, the commencement of any action, administrative suit or legal proceeding, or investigation as proceeding brought to which the indemnity provided for in Sections 23.1 through 23.3 enforce any Claims. The Indemnitor may apply, the Indemnified Party shall notify the Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by the failure elect to give the Indemnifying Party notice to the extent that said failure does not have a material and adverse effect on assume the defense of the matter. The Indemnifying Party suit or other proceeding and the Indemnitee shall assume on behalf of cooperate fully, at the Indemnified PartyIndemnitor’s sole cost and expense, and conduct shall be entitled reasonably to consult with due diligence and in good faith, the defense thereof Indemnitor with counsel reasonably satisfactory respect to the Indemnified Partythat defense; provided, provided however, that if the Indemnifying Party defendants in an action include both the Indemnitor and the Indemnitee and the Indemnitee reasonably shall not settle any such have concluded that there may be a conflict between the positions of the Indemnitor and the Indemnitee in conducting the defense of the action or investigation unless approved by the Indemnified Party (which approval shall not be unreasonably withheld). Notwithstanding the foregoing, (a) the Indemnified Party shall have the right to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, from or additional to, or inconsistent with, to those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either caseIndemnitor, the Indemnified Party Indemnitee shall have the right to select separate counsel to assume its legal defenses and to otherwise participate in the defense of such that action on its own behalf and of the Indemnifying Party shall indemnify Indemnitee, in which case the Indemnified Party for the reasonable fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, that counsel shall be at the Indemnifying Party’s expenseexpense of the Indemnitor. The Indemnitor shall not, contest without the written consent of the Indemnitee, (A) settle or settle such claim, and compromise any claim or consent to the Indemnifying Party shall remain obligated to indemnify entry of any judgment either of which provides for relief other than the Indemnified Party for any and all losses, payment of monetary damages, and liability or (including, without limitation, attorneys’ fees and expensesB) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on settle or compromise any suit, action, loss, damage, claim or liabilityconsent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant to the Indemnitee a release from all liability in respect to the claim.

Notice and Procedure. Promptly Any party claiming indemnity hereunder (hereinafter referred to as the “Indemnified party”) shall give the party against whom indemnity is sought (hereinafter referred to as the “Indemnifying party”) prompt written notice after the Indemnified Party receives obtaining knowledge of any claim or the existence of facts as to which recovery may be sought against it in respect of which the Indemnifying party may be liable because of the indemnity provisions set forth in this Section 6.05. If such claim for indemnity arises in connection with a legal action instituted by a third party (hereinafter a “Third Party Claim”), the Indemnified party hereby agrees that, within ten (10) Business Days after it is served with notice of the commencement assertion of any action, administrative or legal proceeding, or investigation as to Third Party Claim for which the it may seek indemnity provided for in Sections 23.1 through 23.3 may applyhereunder, the Indemnified Party shall party will notify the Indemnifying Party party in writing of such factThird Party Claim. The Indemnifying party shall, within ten (10) Business Days after the date that the Indemnified party gives notice of a claim (whether a Third Party Claim or otherwise) as provided above, notify the Indemnified party whether it accepts or contests its obligation of indemnity hereunder as claimed by the Indemnified party. If the claim for indemnity arises in connection with a Third Party Claim and the Indemnifying party accepts its indemnity obligation hereunder, the Indemnifying party shall have the right, after conceding in writing its obligation of indemnity hereunder, to conduct the defense of such action at its sole expense through counsel reasonably acceptable to the Indemnified party. The Indemnified party shall cooperate in such defense as reasonably necessary to enable the Indemnifying party to conduct its defense, including providing the Indemnifying party with reasonable access to such records as may be relevant to its defense. The Indemnifying party shall be entitled to settle any such Third Party Claim without the prior written consent of the Indemnified party provided that the Indemnifying party provides the Indemnified party with reasonable assurances that the Indemnified party will be fully indemnified by the Indemnifying party in connection with any such Third Party Claim. The Indemnified party shall be entitled to retain its own counsel at its own expense in connection with any Third Party Claim that the Indemnifying party has elected to defend. If the Indemnifying party accepts its indemnity obligations hereunder in connection with a Third Party Claim but elects not to conduct the defense thereof, the Indemnified party may defend and/or settle such Third Party Claim and shall be entitled to be indemnified for the full amount of such claim and all costs and expenses, including attorneys’ fees, incurred in connection therewith pursuant to this Section 6.05. If the claim for indemnity arises in connection with a Third Party Claim and the Indemnifying party contests or does not accept its indemnity obligation hereunder, the Indemnified party shall have the right to defend and/or settle such Third Party Claim and thereafter seek indemnity from the other party pursuant to this Section 6.06; provided, however, that the rights Indemnified party shall not settle any such claim without the prior written consent of the Indemnifying party, which consent shall not be unreasonably withheld. If the claim for indemnity arises other than in connection with a Third Party Claim and the Indemnifying party accepts its indemnity obligation hereunder, the Indemnifying party shall, upon the request of the Indemnified Party shall not be forfeited by party, pay the failure to give the Indemnifying Party notice to the extent that said failure does not have a material and adverse effect on the defense full amount of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory such claim to the Indemnified Partyparty or to the third party asserting such claim as directed by the Indemnified party. If the claim for indemnity arises other than in connection with a Third Party Claim and the Indemnifying party contests its indemnity obligation hereunder, the Indemnified party shall have the right to defend, settle or take any other action with respect to such claim and thereafter seek indemnity pursuant to this Section 6.05; provided, however, that the Indemnifying Party Indemnified party shall not settle any such action or investigation unless approved by claim without the Indemnified Party (prior written consent of the Indemnifying party, which approval consent shall not be unreasonably withheld). Notwithstanding the foregoing, (a) the Indemnified Party shall have the right to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liability.

Notice and Procedure. Promptly Each party entitled to indemnification under this Section 9.07 (each, an “Indemnified Party”) shall give written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party receives any claim or notice of the commencement of any action(whose approval shall not unreasonably be withheld), administrative or legal proceeding, or investigation as to which the indemnity provided for in Sections 23.1 through 23.3 may apply, and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall notify not relieve the Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by its obligations under this Agreement unless the failure to give the such notice is materially prejudicial to an Indemnifying Party notice Party’s ability to the extent that said failure does not have a material defend such action and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, howeverprovided further, that the Indemnifying Party shall not settle assume the defense for matters as to which there is a conflict of interest or there are separate and different defenses. No Indemnifying Party, in the defense of any such action claim or investigation unless approved by litigation, shall, except with the consent of each Indemnified Party (which approval whose consent shall not be unreasonably withheld). Notwithstanding , consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the foregoing, (a) giving by the claimant or plaintiff to such Indemnified Party shall have the right of a release from all liability in respect to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilitylitigation.

Notice and Procedure. Promptly after (a) Any Person seeking indemnity under any provision of this Agreement (the Indemnified Party receives “Indemnitee”) shall promptly notify the party from whom indemnity is sought (the “Indemnitor”) as to (i) the nature of any claim claims, and/or Losses asserted by or notice of against the Indemnitee for which the Indemnitee intends to seek indemnity hereunder (“Claims”) and (ii) if applicable, the commencement of any actionsuit or proceeding brought to enforce any Claims. The Indemnitor shall assume the defense of any such suit or other proceeding and the Indemnitee shall cooperate fully, administrative or legal proceedingat the Indemnitor’s sole cost and expense, or investigation as and shall be entitled reasonably to which consult with the indemnity provided for in Sections 23.1 through 23.3 may apply, the Indemnified Party shall notify the Indemnifying Party in writing of Indemnitor with respect to such factdefense; provided, however, that if the rights defendants in any such action include both the Indemnitor and the Indemnitee and the Indemnitee reasonably shall have concluded that there may be a conflict between the positions of the Indemnified Party shall not be forfeited by Indemnitor and the failure to give the Indemnifying Party notice to the extent that said failure does not have a material and adverse effect on Indemnitee in conducting the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party shall not settle any such action or investigation unless approved by the Indemnified Party (which approval shall not be unreasonably withheld). Notwithstanding the foregoing, (a) the Indemnified Party shall have the right to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, from or additional to, or inconsistent with, to those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either caseIndemnitor, the Indemnified Party Indemnitee shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on its own behalf and of such Indemnitee, in which case the Indemnifying Party shall indemnify the Indemnified Party for the reasonable fees and expenses of such separate counselcounsel shall be at the expense of the Indemnitor. If The Indemnitor shall not, without the written consent of the Indemnitee, (A) settle or compromise any claimclaim or consent to the entry of any judgment that provides for relief other than the payment of monetary damages, action, proceeding or investigation arises (B) settle or compromise any claim or consent to the entry of any judgment that does not include as an unconditional term thereof the giving by the claimant to which the indemnity provided for Indemnitee a release from all liability in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails respect to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liability.

Notice and Procedure. Promptly Any party claiming indemnity ---------------------- hereunder (hereinafter referred to as the "Indemnified Party") shall give the ------------------ party against whom indemnity is sought (hereinafter referred to as the "Indemnifying Party") prompt written notice after the Indemnified Party receives obtaining knowledge of any ------------------- claim or notice the existence of the commencement of any action, administrative or legal proceeding, or investigation facts as to which recovery may be sought against it in respect of which the Indemnifying Party may be liable because of the indemnity provided provisions set forth in this Article VI. If such claim for indemnity arises in Sections 23.1 through 23.3 may applyconnection with a legal action instituted by a third party (hereinafter a "Third ----- Party Claim"), the Indemnified Party shall hereby agrees that, within five (5) ------------ business days after it is served with notice of the assertion of any Third Party Claim for which it may seek indemnity hereunder, the Indemnified Party will notify the Indemnifying Party in writing of such fact; providedThird Party Claim. The Indemnifying Party shall, however, within five (5) business days after the date that the rights of the Indemnified Party shall not be forfeited gives notice of a claim (whether a Third Party Claim or otherwise) as provided above, notify the Indemnified Party whether it accepts or contests its obligation of indemnity hereunder as claimed by the failure to give Indemnified Party. If the claim for indemnity arises in connection with a Third Party Claim and the Indemnifying Party notice accepts its indemnity obligation hereunder, the Indemnifying Party shall have the right, after conceding in writing its obligation of indemnity hereunder, to the extent that said failure does not have a material and adverse effect on conduct the defense of such action at its sole expense through counsel reasonably acceptable to the matterIndemnified Party. The Indemnified Party shall cooperate in such defense as reasonably necessary to enable the Indemnifying Party to conduct its defense, including providing the Indemnifying Party with reasonable access to such records as may be relevant to its defense. The Indemnifying Party shall assume on behalf be entitled to settle any such Third Party Claim without the prior written consent of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, Party provided that the Indemnifying Party shall not settle any such action or investigation unless approved by provides the Indemnified Party (which approval shall not be unreasonably withheld). Notwithstanding the foregoing, (a) with reasonable assurances that the Indemnified Party shall have will be fully indemnified by the right to be represented Indemnifying Party in connection with any such action or investigation by advisory counsel of Third Party Claim. The Indemnified Party shall be entitled to retain its own selection and counsel at its own expenseexpense in connection with any Third Party Claim that the Indemnifying Party has elected to defend. If the Indemnifying Party accepts its indemnity obligations hereunder in connection with a Third Party Claim but elects not to conduct the defense thereof, and (b) if the Indemnified Party may defend and/or settle such Third Party Claim and shall have reasonably concluded that (i) there may be legal defenses available entitled to it that are different frombe indemnified for the full amount of such claim and all costs and expenses, or additional toincluding attorneys' fees, or inconsistent with, those available incurred in connection therewith pursuant to this Article VI. If the Indemnifying Party, or (ii) there exists claim for indemnity arises in connection with a conflict of interest between Third Party Claim and the Indemnifying Party and the Indemnified Party, then, in either casecontests or does not accept its indemnity obligation hereunder, the Indemnified Party shall have the right to select separate counsel defend and/or settle such Third Party Claim and thereafter seek indemnity from the other party pursuant to participate this Article VI; provided, however, that the Indemnified -------- ------- Party shall not settle any such claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. If the claim for indemnity arises other than in the defense of such action on its own behalf connection with a Third Party Claim and the Indemnifying Party shall indemnify accepts its indemnity obligation hereunder, the Indemnifying Party shall, upon the request of the Indemnified Party, pay the full amount of such claim to the Indemnified Party for or to the fees and expenses of third party asserting such separate counselclaim as directed by the Indemnified Party. If any claim, action, proceeding or investigation the claim for indemnity arises as to which the indemnity provided for other than in Section 23.1, 23.2 or 23.3 applies connection with a Third Party Claim and the Indemnifying Party fails to assume the defense of such claimcontests its indemnity obligation hereunder, action, proceeding or investigation, then the Indemnified Party mayshall have the right to defend, at the Indemnifying Party’s expense, contest settle or settle take any other action with respect to such claim, claim and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the thereafter seek indemnity pursuant to this Section 23.5 Article VI; provided, however, that the Indemnified Party shall not settle any -------- ------- such claim without the prior written consent of the Indemnifying Party, which consent shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liabilityunreasonably withheld.

Notice and Procedure. Promptly (a) Any Person seeking indemnity under any provision of this Agreement (the “Indemnitee”) shall promptly notify in writing (and in any event no later than thirty (30) calendar days after the Indemnified Indemnitee determines that it is entitled to make a claim under this Article IX) the Party receives from whom indemnity is sought (the “Indemnitor”) as to (i) the nature of any claim claims (including any third party claims) in reasonable detail, and/or Losses asserted by or notice of against the Indemnitee for which the Indemnitee intends to seek indemnity hereunder (“Claims”) and (ii) if applicable, the commencement of any actionsuit or proceeding brought (including by any third parties) to enforce any Claims. The Indemnitor shall, administrative within fifteen (15) days of receipt of the applicable notice of claim for indemnification from the Indemnitee, notify the Indemnitee whether Indemnitor will assume the defense of any such suit or legal other proceeding. If Indemnitor assumes the defense of such suit or proceeding, or investigation as the Indemnitee shall reasonably cooperate, at the Indemnitor’s sole cost and expense, and shall be entitled reasonably to which consult with the indemnity provided for in Sections 23.1 through 23.3 may apply, the Indemnified Party shall notify the Indemnifying Party in writing Indemnitor with respect to such defense. If Indemnitor fails to timely deliver notice of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by the failure its intent to give the Indemnifying Party notice to the extent that said failure does not have a material and adverse effect on assume the defense of the matter. The Indemnifying Party shall assume on behalf such suit or proceeding or if the defendants in any such suit or proceeding include both the Indemnitor and the Indemnitee and the Indemnitee has reasonably concluded that there may be a conflict of interest between the positions of the Indemnified Party, Indemnitor and conduct with due diligence and the Indemnitee in good faith, conducting the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party shall not settle of any such action or investigation unless approved by the Indemnified Party (which approval shall not be unreasonably withheld). Notwithstanding the foregoing, (a) the Indemnified Party shall have the right to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, from or additional to, or inconsistent with, to those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either caseIndemnitor, the Indemnified Party Indemnitee shall have the right to select separate counsel to assume such defense and to otherwise participate in the defense of such action on its own behalf and of such Indemnitee, in which case the Indemnifying Party shall indemnify the Indemnified Party for the reasonable fees and expenses of such separate counselcounsel shall be at the expense of the Indemnitor. If The Indemnitor shall not, without the written consent of the Indemnitee, which consent shall not be unreasonably withheld (A) settle or compromise any claimclaim or consent to the entry of any judgment that provides for relief other than the payment of monetary damages, actionor (B) settle or compromise any claim or consent to the entry of any judgment that does not include, proceeding or investigation arises as an unconditional term thereof, the giving by the claimant to which the indemnity provided for Indemnitee of a release from all Liability in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense respect of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liability.