Common use of Notices of Claims, Etc Clause in Contracts

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections of this Section 3.6, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section 3.6, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation (unless the first proviso in the preceding sentence shall be applicable). No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent. No indemnifying party shall, without the consent of the 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 of a release from all liability in respect to such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under subsection (a) or (b) above of written notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections of this Section 3.6action, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, give written notice party pursuant to the latter indemnification provisions of or contemplated by this Section 8, notify such indemnifying party in writing of the commencement of such action or proceedingaction; provided, however, that but the failure of any indemnified omission so to notify the indemnifying party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section 3.6, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party it from any liability which it may have to the any indemnified party otherwise other than under this the indemnification provisions of or contemplated by Section 3.68(a) or 8(b) hereof. In case any such action or proceeding is shall be brought against any indemnified party and it shall notify an indemnified partyindemnifying party of the commencement thereof, the such indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereofextent that it shall wish, jointly with any other indemnifying party similarly notified notified, to assume the extent that it may wishdefense thereof, with counsel reasonably satisfactory to such indemnified party; provided, howeverand, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of thereof, such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by the latter such indemnified party, in connection with the defense thereof other than reasonable costs of investigation (investigation. Notwithstanding the foregoing, any indemnified party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the indemnified party unless the first proviso indemnified party shall have been advised by counsel that representation of the indemnified party by counsel provided by the indemnifying party would be inappropriate due to actual or potential conflicting interests between the indemnifying party and the indemnified party, including situations in which there are one or more legal defenses available to the preceding sentence shall be applicable). No indemnified party that are different from or additional to those available to the indemnifying party; provided, however, that the indemnifying party shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations, be liable for the fees and expenses of more than one separate firm of attorneys at any time for all indemnified parties, except to the extent that local counsel, in addition to its regular counsel, is required in order to effectively defend against such action or proceeding. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by such indemnified party in the settlement of any action action, proceeding or proceeding effected investigation without its the written consentconsent of the indemnifying party, which consent shall not be unreasonably withheld. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or enter into any settlement threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an unconditional term thereof the giving admission of fault, culpability or a failure to act by the claimant or plaintiff to such on behalf of any indemnified party of a release from all liability in respect to such claim or litigationparty.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections of this Section 3.62.6, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section 3.62.6, except to the extent that the indemnifying party is materially actually prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.62.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, furtherhowever, that the indemnifying party shall be obligated to pay for only one counsel and one local counsel for all indemnified parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation (unless the first proviso in the preceding sentence shall be applicable). No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent. No indemnifying party shall, without the consent of the indemnified partyparty (which consent shall not be unreasonably withheld or delayed), 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 of a release from all liability in respect to such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections of this Section 3.67.4 (a) or (b), such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceedingaction; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections subdivisions of this Section 3.67.4, except to the extent that the indemnifying party is materially actually prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is shall be brought against an any indemnified partyparty and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, that if any indemnified party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the defendants foregoing, in any action or proceeding in which both the Company and an indemnified party is, or is reasonably likely to become, a party, such indemnified party shall have the right to employ separate counsel at the Company's expense and to control its own defense of such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party (a) there are or may be legal defenses available to such indemnified party and/or or to other indemnified parties which that are different from or in addition additional to those available to the indemnifying party, Company or (b) any actual conflict exists between the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of Company and such indemnified party or parties, that would make such separate representation advisable; provided, furtherhowever, that the indemnifying party Company may limit the fees and expenses that it pays in any one legal action or group of related legal actions to those fees and expenses of one firm of attorneys (together with appropriate local counsel), which firm of attorneys (together with appropriate legal counsel) shall be obligated to pay for only one counsel for all indemnified parties. After notice from the indemnifying party to such indemnified party designated in writing by a majority of its election so to assume the defense thereof and approval by the indemnified parties who are a party to, or are reasonably likely to become parties to, such legal action or group of such counsel, the indemnifying party shall not be liable to such indemnified party for any related legal expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation (unless the first proviso in the preceding sentence shall be applicable)actions. No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, 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 of a release from all liability in respect to such claim or litigationlitigation or which requires action other than the payment of money by the indemnifying party.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections subdivisions of this Section 3.6Section, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; providedaction, however, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections subdivisions of this Section 3.6Section, except to the extent that the indemnifying party is materially actually prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the such indemnified party party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist actually exists in respect of such claimclaim or if the defendants in any such action include both the indemnified party and the indemnifying party, and the indemnified party shall have reasonably concluded that there may be defenses available to it which are different from or additional to those available to the indemnifying party (in either of which cases the indemnified party shall have the right to select a separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses relating to such participation to be reimbursed by the indemnifying party as incurred), the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After after notice from the indemnifying party to such indemnified party of its election so as to assume the defense thereof and approval by the indemnified party of such counselthereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation (unless the first proviso in the preceding sentence shall be applicable). No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consentinvestigation. No indemnifying party shall, without the consent of the 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 of a release from all liability in respect to such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under this Section 5 of notice of any claim or the commencement of any action or proceeding involving a claim referred to in action, the preceding subsections of this Section 3.6, such indemnified party willshall, if a claim in respect thereof is to be made against an the indemnifying partyparty under this Section 5, give written notice to notify the latter indemnifying party in writing of the claim or the commencement of such action or proceedingthat action; provided, however, that the failure of any indemnified to notify the indemnifying party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section 3.6, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party it from any liability which that it may have to the indemnified party otherwise than under this Section 3.65. In case If any such claim or action or proceeding is shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and extent that it wishes, jointly with any other similarly notified indemnifying parties may exist in respect of such claimparty, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After notice from the indemnifying party to such the indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselclaim or action, the indemnifying party shall not be liable to such the indemnified party under this Section 5 for any legal or other expenses subsequently incurred by the latter indemnified party in connection with the defense thereof other than reasonable costs of investigation investigation; provided, however, that the indemnified party shall have the right to employ counsel to represent jointly the indemnified party and its respective directors, employees, officers and controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the indemnified party against the indemnifying party under this Section 5 if (unless 1) employment of such counsel has been authorized in writing by the first proviso in the preceding sentence shall be applicable). No indemnifying party, or (2) such indemnifying party shall not have employed counsel to have charge of the defense of such proceeding within 30 days of the receipt of notice thereof, or (3) such indemnified party shall have reasonably concluded that the representation of such indemnified party and those directors, employees, officers and controlling persons by the same counsel representing the indemnifying party would be inappropriate under applicable standards of professional conduct due to actual or potential differing interests between them or where there may be one or more defenses available to them that are different from, additional to or in conflict with those available to the indemnifying party, and in any such event ((1), (2) or (3)) the fees and expenses of such separate counsel shall be paid by the indemnifying party as incurred. It is understood that the indemnifying party shall not be liable for the fees and expenses of more than one separate firm (in addition to local counsel in each jurisdiction) for all indemnified parties in connection with any settlement of any action proceeding or proceeding effected without its written consentrelated proceedings. No indemnifying party shall, without the prior written consent of the indemnified partyparties, effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened claim, investigation, action or proceeding in respect of which indemnity or contribution may be or could have been sought hereunder (whether or not the indemnified party or parties are actual or potential parties thereto) unless (x) such settlement, compromise or judgment (i) includes an unconditional release of such indemnified party from all liability arising out of such claim, action, suit or enter into any settlement which proceeding and (ii) does not include a statement as to or an unconditional term thereof admission of fault, culpability or failure to act by or on behalf of any indemnified party, and (y) the giving by the claimant or plaintiff to such indemnified indemnifying party of a release from all liability confirms in writing its indemnification obligations hereunder with respect to such claim settlement, compromise or litigationjudgment.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections of this Section 3.62.6, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section 3.62.6, except to the extent that the indemnifying party is materially actually prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.62.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, furtherhowever, that the indemnifying party shall be obligated to pay for only one counsel and one local counsel for all indemnified parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation (unless the first proviso in the preceding sentence shall be applicable). No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent. No indemnifying party shall, without the consent of the 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 of a release from all liability in respect to such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections paragraphs of this Section 3.68, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter indemnifying party of the commencement of such action or proceeding; provided, however, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections paragraphs of this Section 3.68, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselthereof, the indemnifying party shall will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof except for the reasonable fees and expenses of any counsel retained by such indemnified party to monitor such action or proceeding. Notwithstanding the foregoing, if such indemnified party reasonably determines, based upon advice of independent counsel, that a conflict of interest may exist between the indemnified party and the indemnifying party with respect to such action and that it is advisable for such indemnified party to be represented by separate counsel, such indemnified party may retain other than counsel, reasonably satisfactory to the indemnifying party, to represent such indemnified party, and the indemnifying party shall pay all reasonable costs fees and expenses of investigation (unless the first proviso in the preceding sentence shall be applicable)such counsel. No indemnifying party shall be liable for any settlement party, in the defense of any action such claim or proceeding effected without its written consent. No indemnifying party litigation, shall, without except with the consent of the such indemnified party, which consent shall not be unreasonably withheld, 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 of a release from all liability in respect to of such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to either Section 6(a) or 6(b) above, the indemnified party of notice of shall promptly notify the commencement of any action or proceeding involving a claim referred indemnifying party in writing, but failure to in the preceding subsections of this Section 3.6, such indemnified party will, if a claim in respect thereof is to be made against so notify an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the such indemnifying party of its obligations under the preceding subsections of this Section 3.6, except from any liability hereunder to the extent that the indemnifying party it is not materially prejudiced by such failure to give notice, as a result thereof and in any event shall not relieve the indemnifying party it from any liability which it may otherwise have otherwise than on account of this indemnity. The indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both represent the indemnified party and any others the indemnifying party may designate in such proceeding and if in shall pay the opinion fees and disbursements of outside such counsel related to the such proceeding. In any such proceeding, any indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate retain its own counsel, but the fees and expenses of such counsel to defend such action or proceeding on behalf shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties, provided, further, ) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be obligated liable for the fees and expenses of more than one separate firm (in addition to pay for only one counsel any local counsel) for all indemnified partiesparties and that all such fees and expenses shall be reimbursed as they are incurred. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the The indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation (unless the first proviso in the preceding sentence shall be applicable). No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, consent to entry effect any settlement of any judgment pending or enter into threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement which (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an unconditional term thereof the giving admission of fault, culpability or a failure to act by the claimant or plaintiff to such on behalf of an indemnified party of a release from all liability in respect to such claim or litigationparty.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections paragraphs of this Section 3.610(h), such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give prompt written notice to the latter of the commencement of such action or proceedingaction; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections paragraphs of this Section 3.610(h), except to the extent that the indemnifying party is actually and materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the such indemnified party party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party shall be entitled to assume the defense thereof, jointly for itself, if applicable, together with any other indemnifying indemnified party similarly notified to the extent that it may wishnotified, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselthereof, the indemnifying party shall not be liable to such the indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs thereof; provided, that if (i) any indemnified party shall have reasonably concluded that there may be one or more legal or equitable defenses available to such indemnified party which are additional to or conflict with those available to the indemnifying party, or that such claim or litigation involves or could have an effect upon matters beyond the scope of investigation the indemnity provided hereunder, or (unless ii) such action seeks an injunction or equitable relief against any indemnified party or involves actual or alleged criminal activity, the first proviso in the preceding sentence shall be applicable). No indemnifying party shall be liable not have the right to assume the defense of such action on behalf of such indemnified party without such indemnified party’s prior written consent (but, without such consent, shall have the right to participate therein with counsel of its choice) and such indemnifying party shall reimburse such indemnified party and any Person controlling such indemnified party for any settlement that portion of the fees and expenses of any action or proceeding effected without its written consentcounsel retained by the indemnified party which is reasonably related to the matters covered by the indemnity provided hereunder. No The indemnifying party shallshall not, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement which that (i) does not include as an contain a full and unconditional term thereof release of the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such concerning any claim or litigation; (ii) includes a statement about or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party; or (iii) commits any indemnified party to take, or hold back from taking, any action.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections of this Section 3.62.6, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section 3.62.6, except to the extent that the indemnifying party is materially actually prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.62.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from in conflict with or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, furtherhowever, that the indemnifying party shall be obligated to pay for only one counsel and one local counsel for all indemnified parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation (unless the first proviso in the preceding sentence shall be applicable). No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent. No indemnifying party shall, without the consent of the 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 of a release from all liability in respect to such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections paragraphs of this Section 3.68, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter indemnifying party of the commencement of such action or proceeding; provided, however, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections paragraphs of this Section 3.68, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselthereof, the indemnifying party shall will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof except for the reasonable fees and expenses of any counsel retained by such indemnified party to monitor such action or proceeding. Notwithstanding the foregoing, if such indemnified party reasonably determines, based upon advice of independent counsel, that a conflict of interest may exist between the indemnified party and the indemnifying party with respect to such action and that it is advisable for such indemnified party to be represented by separate counsel, such indemnified party may retain other than counsel, reasonably satisfactory to the indemnifying party, to represent such indemnified party, and the indemnifying party shall pay all reasonable costs fees and expenses of investigation (unless the first proviso in the preceding sentence shall be applicable)such counsel. No indemnifying party shall be liable for any settlement party, in the defense of any action such claim or proceeding effected without its written consent. No indemnifying party litigation, shall, without except with the consent of the such indemnified party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include unless such judgment, compromise or settlement (A) includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to of such claim or litigation, (B) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party, and (C) does not require any action other than the payment of money by the indemnifying party.

Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding involving with respect to which a claim referred for indemnification may be made pursuant to in the preceding subsections of this Section 3.69, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceedingaction; provided, however, PROVIDED that the failure of any the indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section 3.69, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselthereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation (unless investigation; PROVIDED that the first proviso indemnified party shall have the right to employ counsel to represent the indemnified party and its respective controlling persons, directors, officers, general or limited partners, employees or agents who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the preceding sentence indemnified party against such indemnifying party under this Section 9 PROVIDED that the employment of such counsel shall be applicable)at the expense of the indemnified party, unless (i) the indemnifying party shall have agreed in writing to pay the expenses of such counsel, (ii) the indemnifying party shall not have promptly employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action or counsel or (iii) any indemnified party shall have reasonably concluded that there may be defenses available to such indemnified party or its respective controlling persons, directors, officers, employees or agents which are in conflict with or in addition to those available to the indemnifying party, and in that event the reasonable fees and expenses of one firm of separate counsel for the indemnified party (in addition to the reasonable fees and expenses of one firm serving as local counsel) shall be paid by the indemnifying party. No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent. No indemnifying party shall, without the consent of the 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 of a release from all liability in respect to such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections paragraphs of this Section 3.610(h), such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give prompt written notice to the latter of the commencement of such action or proceedingaction; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections paragraphs of this Section 3.610(h), except to the extent that the indemnifying party is actually and materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the such indemnified party party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party shall be entitled to assume the defense thereof, jointly for itself, if applicable, together with any other indemnifying indemnified party similarly notified to the extent that it may wishnotified, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselthereof, the indemnifying party shall not be liable to such the indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs thereof; provided, that if (i) any indemnified party shall have reasonably concluded that there may be one or more legal or equitable defenses available to such indemnified party which are additional to or conflict with those available to the indemnifying party, or that such claim or litigation involves or could have an effect upon matters beyond the scope of investigation the indemnity provided hereunder, or (unless ii) such action seeks an injunction or equitable relief against any indemnified party or involves actual or alleged criminal activity, the first proviso in the preceding sentence shall be applicable). No indemnifying party shall be liable not have the right to assume the defense of such action on behalf of such indemnified party without such indemnified party's prior written consent (but, without such consent, shall have the right to participate therein with counsel of its choice) and such indemnifying party shall reimburse such indemnified party and any Person controlling such indemnified party for any settlement that portion of the fees and expenses of any action or proceeding effected without its written consentcounsel retained by the indemnified party which is reasonably related to the matters covered by the indemnity provided hereunder. No The indemnifying party shallshall not, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement which that (i) does not include as an contain a full and unconditional term thereof release of the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such concerning any claim or litigation; (ii) includes a statement about or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party; or (iii) commits any indemnified party to take, or hold back from taking, any action.

Notices of Claims, Etc. Promptly after receipt by an indemnified party Indemnified Person under subsection (a) or (b) above of written notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections of this Section 3.6action, such indemnified party willIndemnified Person shall, if a claim in respect thereof is to be made against an indemnifying party, give written notice Indemnifying Person pursuant to the latter indemnification provisions of or contemplated by this Section 6, notify such Indemnifying Person in writing of the commencement of such action or proceedingaction; provided, however, that but the failure of any indemnified party omission so to give notice as provided herein notify the Indemnifying Person shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section 3.6, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party it from any liability which it may have to the indemnified party any Indemnified Person otherwise than under this the indemnification provisions of or contemplated by Section 3.66(a) or 6(b) hereof to the extent the Indemnifying Person is not materially prejudiced by such omission. In case any such action or proceeding is shall be brought against any Indemnified Person and it shall notify an indemnified partyIndemnifying Person of the commencement thereof, the indemnifying party such Indemnifying Person shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claimextent that it shall wish, jointly with any other Indemnifying Person similarly notified, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; providedIndemnified Person (who shall not, howeverexcept with the consent of the Indemnified Person, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside be counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying partyIndemnifying Person), the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or partiesand, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After after notice from the indemnifying party Indemnifying Person to such indemnified party Indemnified Person of its election so to assume the defense thereof and approval by the indemnified party of thereof, such counsel, the indemnifying party Indemnifying Person shall not be liable to such indemnified party Indemnified Person for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by the latter such Indemnified Person, in connection with the defense thereof other than reasonable costs of investigation (unless investigation; provided, however, that such Indemnified Person shall have the first proviso right to retain its own counsel with the fees and expenses of not more than one counsel for such Indemnified Person to be paid by the Company, if, in the preceding sentence reasonable opinion of such Indemnified Person the representation by such counsel of such Indemnified Person and the Company would be inappropriate due to actual or potential differing interests between such Indemnified Person and any other party represented by such counsel in such proceeding, and provided, further, that the Indemnifying Person shall not be applicable)required to pay for more than one such separate counsel for all similarly situated Indemnified Persons in connection with any indemnification claim. No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent. No indemnifying party Indemnifying Person shall, without the written consent of the indemnified partyIndemnified Person, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or enter into any settlement threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Person is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Person from all liability arising out of such action or claim and (ii) does not include a statement as to or an unconditional term thereof the giving admission of fault, culpability or a failure to act by the claimant or plaintiff to such indemnified party on behalf of a release from all liability in respect to such claim or litigationany Indemnified Person.

Notices of Claims, Etc. Promptly after receipt by an In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to either Section 6(a) or 6(b) above, the indemnified party of notice of shall promptly notify the commencement of any action or proceeding involving a claim referred to indemnifying party in writing and the preceding subsections of this Section 3.6, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter upon request of the commencement of such action or proceeding; providedindemnified party, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section 3.6, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have retain counsel reasonably satisfactory to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both represent the indemnified party and any others the indemnifying party may designate in such proceeding and if in shall pay the opinion fees and disbursements of outside such counsel related to the such proceeding. In any such proceeding, any indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate retain its own counsel, but the fees and expenses of such counsel to defend such action or proceeding on behalf shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties, provided, further, ) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be obligated liable for the fees and expenses of more than one separate firm (in addition to pay for only one counsel any local counsel) for all indemnified partiesparties and that all such fees and expenses shall be reimbursed as they are incurred. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the The indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation (unless the first proviso in the preceding sentence shall be applicable). No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, consent to entry effect any settlement of any judgment pending or enter into threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement which (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an unconditional term thereof the giving admission of fault, culpability or a failure to act by the claimant or plaintiff to such on behalf of an indemnified party of a release from all liability in respect to such claim or litigationparty.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections of this Section 3.62.6, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section 3.62.6, except to the extent that the indemnifying party is materially actually prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.62.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, furtherhowever, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation (unless the first proviso in the preceding sentence shall be applicable). No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent. No indemnifying party shall, without the consent of the 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 of a release from all liability in respect to such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections subdivisions of this Section 3.62.10, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceedingaction; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections subdivisions of this Section 3.62.10, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party shall will be entitled to participate therein therein, and, unless in to the opinion of outside counsel extent it may elect by written notice delivered to the indemnified party a conflict of interest between promptly after receiving the aforesaid notice from such indemnified and indemnifying parties may exist in respect of such claimparty, to assume the defense thereof. Notwithstanding the foregoing, jointly with any other indemnifying the indemnified party similarly notified shall have the right to the extent that it may wish, with employ its own counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both case, but the fees and expenses of such counsel shall be at the expense of such indemnified party and unless (i) the employment of such counsel shall have been authorized in writing by the indemnifying party and if in connection with the opinion defense of outside such action, (ii) the indemnifying party shall not have employed counsel to have charge of the defense of such action within a reasonable time after notice of commencement of the action, or (iii) such indemnified party shall have reasonably concluded that there may be legal defenses available to such indemnified party and/or other indemnified parties it which are different from or in addition additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, (in which case the indemnifying party shall not have the right to direct the defense of such action on behalf of the indemnified party), in any of which events such fees and expenses shall be borne by the indemnifying party. In no event shall the indemnifying party be liable for fees and expenses of more than one counsel (in addition to such any local counsel) separate from its own counsel for all indemnified party for any legal expenses subsequently incurred by the latter parties in connection with the defense thereof other than reasonable costs of investigation (unless the first proviso any one action or separate but similar or related actions in the preceding sentence same jurisdiction arising out of the same general allegations or circumstances, and which counsel shall be applicable)approved by the indemnifying party, whose approval shall not be unreasonably withheld. No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent, which consent shall not be unreasonably withheld. No indemnifying party shall, without the consent of the 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 of a release from all liability in respect to of such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections paragraphs of this Section 3.68, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter indemnifying party of the commencement of such action or proceeding; provided, however, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections paragraphs of this Section 3.68, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselthereof, the indemnifying party shall will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof except for the reasonable fees and expenses of any counsel retained by such indemnified party to monitor such action or proceeding. Notwithstanding the foregoing, if such indemnified party reasonably determines, based upon advice of independent counsel, that a conflict of interest may exist between the indemnified party and the indemnifying party with respect to such action and that it is advisable for such indemnified party to be represented by separate counsel, such indemnified party may retain other than counsel, reasonably satisfactory to the indemnifying party, to represent such indemnified party, and the indemnifying party shall pay all reasonable costs fees and expenses of investigation (unless the first proviso in the preceding sentence shall be applicable)such counsel. No indemnifying party shall be liable for any settlement party, in the defense of any action such claim or proceeding effected without its written consent. No indemnifying party litigation, shall, without except with the consent of the such indemnified party, which consent shall not be unreasonably withheld, 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 of a release from all liability in respect to of such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections of this Section 3.6, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section 3.6, except to the extent that the indemnifying party is materially actually prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, furtherhowever, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation (unless the first proviso in the preceding sentence shall be applicable). No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent. No indemnifying party shall, without the consent of the 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 of a release from all liability in respect to such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections of this Section 3.62.6, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section 3.62.4, except to the extent that the indemnifying party is materially actually prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.62.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from in conflict with or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, furtherhowever, that the indemnifying party shall be obligated to pay for only one counsel and one local counsel for all indemnified parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation (unless the first proviso in the preceding sentence shall be applicable). No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent. No indemnifying party shall, without the consent of the 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 of a release from all liability in respect to such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections paragraphs of this Section 3.62.8, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying partyparty hereunder, give prompt written notice to the latter of the commencement of such action or proceeding; providedaction, however, provided that the failure of any indemnified party to give notice as provided herein therein shall not relieve the indemnifying party of its obligations under the preceding subsections paragraphs of this Section 3.6, except 2.8 unless the failure to provide prompt written notice shall cause actual prejudice to the extent that the indemnifying party is materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6party. In case any such action or proceeding is brought against an indemnified partyparty and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled have the right to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with retain counsel reasonably satisfactory to such indemnified party; provided, however, that if party to defend against such proceeding and shall pay the defendants in reasonable fees and disbursements of such counsel related to such proceeding. In any such action or proceeding include both the proceeding, any indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel and the payment of such fees by the indemnifying party, or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or (iii) the indemnifying party has not retained counsel to defend such action or proceeding on behalf proceeding, in which case (under any of such indemnified party clauses (i), (ii) or parties, provided, further, (iii)) it is understood that (x) the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselnot, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation (unless the first proviso any proceeding or related proceedings in the preceding sentence same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm for all such indemnified parties and (y) such firm shall be applicabledesignated in writing by the Holders of a majority of the Registrable Securities included in such Registration Statement in the case of parties indemnified pursuant to Section 2.8(a) and by the Issuer in the case of parties indemnified pursuant to Section 2.8(b). No indemnifying party shall be liable for any settlement party, in the defense of any action such claim or proceeding effected without its written consent. No indemnifying party litigation, shall, without except with the consent of the such indemnified party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement of any pending or threatened action in respect of which does not include any indemnified party is or could have been a party and indemnity was sought hereunder by such indemnified party unless such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to either Section 5(a) or 5(b) above, the indemnified party of notice of shall promptly notify the commencement of any action or proceeding involving a claim referred indemnifying party in writing, but failure to in the preceding subsections of this Section 3.6, such indemnified party will, if a claim in respect thereof is to be made against so notify an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the such indemnifying party of its obligations under the preceding subsections of this Section 3.6, except from any liability hereunder to the extent that the indemnifying party it is not materially prejudiced by such failure to give notice, as a result thereof and in any event shall not relieve the indemnifying party it from any liability which it may otherwise have otherwise than on account of this indemnity. The indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both represent the indemnified party and any others the indemnifying party may designate in such proceeding and if in shall pay the opinion fees and disbursements of outside such counsel related to the such proceeding. In any such proceeding, any indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate retain its own counsel, but the fees and expenses of such counsel to defend such action or proceeding on behalf shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties, provided, further, ) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be obligated liable for the fees and expenses of more than one separate firm (in addition to pay for only one counsel any local counsel) for all indemnified partiesparties and that all such fees and expenses shall be reimbursed as they are incurred. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the The indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation (unless the first proviso in the preceding sentence shall be applicable). No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, consent to entry effect any settlement of any judgment pending or enter into threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement which (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an unconditional term thereof the giving admission of fault, culpability or a failure to act by the claimant or plaintiff to such on behalf of an indemnified party of a release from all liability in respect to such claim or litigationparty.

Notices of Claims, Etc. Promptly after receipt by an indemnified Any person entitled to indemnification hereunder shall give prompt written notice to the indemnifying party of notice of any claim or the commencement of any action or proceeding involving a claim referred with respect to in the preceding subsections of this Section 3.6, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceedingwhich it seeks indemnification pursuant hereto; provided, however, that any delay or failure to so notify the failure of any indemnified indemnifying party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section 3.6, except hereunder only to the extent extent, if at all, that it is actually and materially prejudiced by reason of such delay or failure. The indemnifying party shall have the right, exercisable by giving written notice to an indemnified party promptly after the receipt of written notice from such indemnified party of such claim or proceeding, to assume, at the indemnifying party’s expense, the defense of any such claim or proceeding, with counsel reasonably acceptable to such indemnified party; provided that (i) any indemnified party shall have the right to select and employ separate counsel and to participate in the defense of any such claim or proceeding, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (A) the indemnifying party is materially prejudiced by has agreed in writing to pay such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action fees or proceeding is brought against an indemnified party, expenses or (B) the indemnifying party shall be entitled have failed to participate therein andassume, unless or in the opinion event of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect cannot assume, the defense of such claim, claim or proceeding within a reasonable time after receipt of notice of such claim or proceeding or fails to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with employ counsel reasonably satisfactory to such indemnified party; provided, however, that if party or to pursue the defendants defense of such claim in a reasonably vigorous manner or (C) the named parties to any such action or proceeding (including impleaded parties) include both the such indemnified party and the indemnifying party party, and if in the opinion of outside counsel to the such indemnified party has reasonably concluded (based upon advice of its counsel) that there may be legal defenses available to such indemnified party and/or other indemnified parties which it that are different from or in addition to inconsistent with those available to the indemnifying party, the party or that a conflict of interest is likely to exist among such indemnified party or and any other indemnified parties (in which case the indemnifying party shall not have the right to select separate counsel to defend assume the defense of such action or proceeding on behalf of such indemnified party or partiesparty); and (ii) subject to clause (i)(C) above, provided, further, that the indemnifying party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be obligated to pay liable for only the fees and expenses of more than one counsel firm of attorneys (together with appropriate local counsel) at any time for all of the indemnified parties, or for fees and expenses that are not reasonable. After notice from Whether or not the indemnifying party to such indemnified party of its election so to assume assumes the defense thereof and approval by the indemnified party of such counseldefense, the indemnifying party shall not be liable have the right to settle such indemnified party for any legal expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation (unless the first proviso in the preceding sentence shall be applicable). No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent. No indemnifying party shall, without the consent of the indemnified party, . No indemnifying party shall consent to entry of any judgment or enter into any settlement which (x) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release release, in form and substance reasonably satisfactory to the indemnified party, from all liability in respect to of such claim or litigationlitigation for which such indemnified party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the indemnified party or adversely affects such indemnified party other than as a result of financial obligations for which such indemnified party would be entitled to indemnification hereunder. The indemnification provided for under this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and will survive the registration and sale of any securities by any person entitled to any indemnification hereunder and the expiration or termination of this Agreement.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections paragraphs of this Section 3.67.12, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter indemnifying party of the commencement of such action or proceeding; provided, however, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections paragraphs of this Section 3.67.12, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselthereof, the indemnifying party shall will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof except for the reasonable fees and expenses of any counsel retained by such indemnified party to monitor such action or proceeding. Notwithstanding the foregoing, if such indemnified party reasonably determines, based upon advice of independent counsel, that a conflict of interest may exist between the indemnified party and the indemnifying party with respect to such action and that it is advisable for such indemnified party to be represented by separate counsel, such indemnified party may retain other than counsel, reasonably satisfactory to the indemnifying party, to represent such indemnified party, and the indemnifying party shall pay all reasonable costs fees and expenses of investigation (unless the first proviso in the preceding sentence shall be applicable)such counsel. No indemnifying party shall be liable for any settlement party, in the defense of any action such claim or proceeding effected without its written consent. No indemnifying party litigation, shall, without except with the consent of the such indemnified party, which consent shall not be unreasonably withheld, 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 of a release from all liability in respect to of such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding involving with respect to which a claim referred for indemnification may be made pursuant to in the preceding subsections of this Section 3.68, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceedingaction; provided, however, that the failure of any the indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section 3.68, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall will be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselthereof, the indemnifying party shall will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation investigation; provided, however, that the indemnified party shall have the right, at the sole cost and expense of the indemnifying party, to employ counsel to represent the indemnified party and its respective controlling persons, directors, officers, employees or agents who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the indemnified party against such indemnifying party under this Section 8 if (unless i) the first proviso employment of such counsel shall have been authorized in writing by such indemnifying party in connection with the preceding sentence defense of such action, (ii) the indemnifying party shall not have promptly employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action or counsel, or (iii) any indemnified party shall have reasonably concluded that there may be applicabledefenses available to such indemnified party or its respective controlling persons, directors, officers, employees or agents which are in conflict with or in addition to those available to an indemnifying party; provided, further, that the indemnifying party shall not be obligated to pay for more than the expenses of one firm of separate counsel for the indemnified party (in addition to the reasonable fees and expenses of one firm serving as local counsel). No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent. No indemnifying party shall, without the consent of the indemnified party, will consent to entry of any judgment or enter into any settlement which that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under this Section 5 of notice of any claim or the commencement of any action or proceeding involving a claim referred to in action, the preceding subsections of this Section 3.6, such indemnified party willshall, if a claim in respect thereof is to be made against an the indemnifying partyparty under this Section 5, give written notice to notify the latter indemnifying party in writing of the claim or the commencement of such action or proceedingthat action; provided, however, that the failure of any indemnified to notify the indemnifying party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section 3.6, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party it from any liability which that it may have to the indemnified party otherwise than under this Section 3.65. In case If any such claim or action or proceeding is shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and extent that it wishes, jointly with any other similarly notified indemnifying parties may exist in respect of such claimparty, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After notice from the indemnifying party to such the indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselclaim or action, the indemnifying party shall not be liable to such the indemnified party under this Section 5 for any legal or other expenses subsequently incurred by the latter indemnified party in connection with the defense thereof other than reasonable costs of investigation investigation; provided, however, that the indemnified party shall have the right to employ counsel to represent jointly the indemnified party and its respective officers, directors, partners, employees, representatives, agents and controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the indemnified party against the indemnifying party under this Section 5 if (unless i) employment of such counsel has been authorized in writing by the first proviso in the preceding sentence shall be applicable). No indemnifying party, or (ii) such indemnifying party shall not have employed counsel satisfactory to the indemnified party to have charge of the defense of such proceeding within thirty (30) days of the receipt of notice thereof, or (iii) such indemnified party shall have reasonably concluded that the representation of such indemnified party and those officers, directors, partners, employees, representatives, agents and controlling persons by the same counsel representing the indemnifying party would be inappropriate under applicable standards of professional conduct due to actual or potential differing interests between them or where there may be one or more defenses available to them that are different from, additional to or in conflict with those available to the indemnifying party, and in any such event ((i), (ii) or (iii)) the fees and expenses of such separate counsel shall be paid by the indemnifying party as incurred. It is understood that the indemnifying party shall not be liable for the fees and expenses of more than one separate firm (in addition to local counsel in each jurisdiction) for all indemnified parties in connection with any settlement of any action proceeding or proceeding effected without its written consentrelated proceedings. No indemnifying party shall, without the prior written consent of the indemnified partyparties, effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened claim, investigation, action, suit or proceeding in respect of which indemnity or contribution may be or could have been sought hereunder (whether or not the indemnified party or parties are actual or potential parties thereto) unless (A) such settlement, compromise or judgment (1) includes an unconditional release of such indemnified party from all liability arising out of such claim, investigation, action, suit or enter into any settlement which proceeding, and (2) does not include a statement as to or an unconditional term thereof admission of fault, culpability or failure to act by or on behalf of any indemnified party, and (B) the giving by the claimant or plaintiff to such indemnified indemnifying party of a release from all liability confirms in writing its indemnification obligations hereunder with respect to such claim settlement, compromise or litigationjudgment.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under Section 5(a) or 5(b) above of written notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections of this Section 3.6action, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, give written notice party pursuant to the latter indemnification provisions of or contemplated by this Section 5, notify such indemnifying party in writing of the commencement of such action or proceedingaction; provided, however, that but the failure of any indemnified omission so to notify the indemnifying party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section 3.6, except it from any liability hereunder to the extent that the indemnifying party it is not materially prejudiced by such failure to give notice, as a result thereof and in any event shall not relieve the indemnifying party it from any liability which it may have to the any indemnified party otherwise than under this the indemnification provisions of or contemplated by Section 3.65(a) or 5(b) hereof. In case any such action or proceeding is shall be brought against any indemnified party and it shall notify an indemnified partyindemnifying party of the commencement thereof, the such indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereofextent that it shall wish, jointly with any other indemnifying party similarly notified notified, to assume the extent that it may wishdefense thereof, with counsel reasonably satisfactory to such indemnified party; providedparty (who shall not, however, that if except with the defendants in any such action or proceeding include both consent of the indemnified party and the indemnifying party and if in the opinion of outside party, be counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party), the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or partiesand, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of thereof, such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by the latter such indemnified party, in connection with the defense thereof other than reasonable costs of investigation (unless investigation. To the first proviso in extent that an indemnifying party does not assume the preceding sentence shall be applicable). No defense of any such action, it is understood and agreed that the indemnifying party shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any settlement local counsel) for all indemnified parties, and that all such fees and expenses shall be reimbursed as they are incurred; provided that the fees and expenses of such separate firm or any action or proceeding effected without its written consentlocal counsel shall be reasonable. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or enter into any settlement threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an unconditional term thereof the giving admission of fault, culpability or a failure to act by the claimant or plaintiff to such on behalf of any indemnified party of a release from all liability in respect to such claim or litigationparty.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections of this Section 3.6, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section 3.6, except to the extent that the indemnifying party is materially actually prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, furtherhowever, that the indemnifying party shall be obligated to pay for only one counsel (together with appropriate local counsel) for all indemnified parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation (unless the first proviso in the preceding sentence shall be applicable). No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent. No indemnifying party shall, without the consent of the 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 of a release from all liability in respect to such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections subdivisions of this Section 3.61.4, such the indemnified party will, if a claim in that respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceedingthe action; provided, however, that the failure of any indemnified party to give notice as provided herein in this Section 1.4(c) shall not relieve the indemnifying party of its obligations under the preceding subsections subdivisions of this Section 3.61.4, except to the extent that the indemnifying party is materially actually prejudiced by such the failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereofof the action, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such the indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After after notice from the indemnifying party to such the indemnified party of its election so to assume the defense thereof and approval by of the indemnified party of such counselaction, the indemnifying party shall not be liable to such the indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof of the action other than reasonable costs of investigation (unless investigation; provided, that if the first proviso in indemnified party reasonably believes it is advisable for it to be represented by separate counsel because there exists a conflict of interest between its interests and those of the preceding sentence indemnifying party with respect to the claim, or there exist defenses available to the indemnified party which may not be available to the indemnifying party, or if the indemnifying party shall be applicable)fail to assume responsibility for the defense, the indemnified party may retain counsel satisfactory to it and the indemnifying party shall pay all fees and expenses of that counsel. No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the consent of the 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 the indemnified party of a release from all liability in respect to such of the claim or litigationlitigation or which requires action other than the payment of money by the indemnifying party. Each indemnified party shall furnish information regarding itself or the claim in question as an indemnifying party may reasonably request in writing and as shall be reasonably requested in connection with the defense of the claim and litigation resulting from it.

Notices of Claims, Etc. Promptly after receipt by a party to be indemnified pursuant to the provisions of Section 5(a) or 5(b) (an "indemnified party party") of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections subject matter of this Section 3.6the foregoing indemnity provisions, such indemnified party will, if a claim in respect thereof is to be made against an the indemnifying party, give written notice party pursuant to the latter provisions of the commencement of such action Section 5(a) or proceeding; provided5(b), however, that the failure of any indemnified party to give notice as provided herein shall not relieve notify the indemnifying party of its obligations under the preceding subsections of this Section 3.6commencement thereof, except but the omission to the extent that so notify the indemnifying party is materially prejudiced by such failure will not relieve it from any liability which it may have to give notice, an indemnified party otherwise than under this Section and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6unless, and to the extent, such indemnifying party is prejudiced by such omission. In case any such action or proceeding is brought against an any indemnified partyparty and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled have the right to participate therein in, and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties extent that it may exist in respect of such claim, to assume the defense thereofwish, jointly with any other indemnifying party similarly notified notified, to assume the extent that it may wishdefense thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, that if and after the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by thereof, the indemnified party of such counsel, the indemnifying party shall will not be liable to such indemnified party pursuant to the provisions of this Section 5(a) and 5(b) for any legal expenses expense subsequently incurred by the latter such indemnified party in connection with the defense thereof other than reasonable costs of investigation (unless investigation; PROVIDED that, if the first proviso defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it that are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified party shall have the right to select a separate counsel and to assume such legal defenses and otherwise to participate in the preceding sentence shall defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be applicable)reimbursed by the indemnifying party as incurred. No indemnifying party shall be liable to an indemnified party for any settlement of any action or proceeding effected claim without the consent of the indemnifying party and no indemnifying party may unreasonably withhold its written consentconsent to any such settlement. No indemnifying party shallwill, without except with the consent of the 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 of a release from all liability and equitable claims in respect to such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections paragraphs of this Section 3.63.7, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying partyparty hereunder, give written notice to the latter of the commencement of such action or proceeding; providedaction, however, provided that the failure of any indemnified party to give notice as provided herein therein shall not relieve the indemnifying party of its obligations under the preceding subsections paragraphs of this Section 3.6, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.63.7. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall will be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselthereof, the indemnifying party shall will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof thereof, provided that if such indemnified party and the indemnifying party reasonably determine, based upon advice of their respective independent counsel, that a conflict of interest may exist between the indemnified party and the indemnifying party with respect to such action and that it is advisable for such indemnified party to be represented by separate counsel, such indemnified party may retain other than counsel, reasonably satisfactory to the indemnifying party, to represent such indemnified party, and the indemnifying party shall pay all reasonable costs fees and expenses of investigation (unless the first proviso in the preceding sentence shall be applicable)such counsel. No indemnifying party shall be liable for any settlement party, in the defense of any action such claim or proceeding effected without its written consent. No indemnifying party litigation, shall, without except with the consent of the such indemnified party, which consent shall not be unreasonably withheld, 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 of a release from all liability in respect to such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections paragraphs of this Section 3.68, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter indemnifying party of the commencement of such action or proceeding; provided, however, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections paragraphs of this Section 3.68, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselthereof, the indemnifying party shall will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof except for the reasonable fees and expenses of any counsel retained by such indemnified party to monitor such action or proceeding. Notwithstanding the foregoing, if such indemnified party reasonably determines, based upon advice of independent counsel, that a conflict of interest may exist between the indemnified party and the indemnifying party with respect to such action and that it is advisable for such indemnified party to be represented by separate counsel, such indemnified party may retain other than counsel, reasonably satisfactory to the indemnifying party, to represent such indemnified party, and the indemnifying party shall pay all reasonable costs fees and expenses of investigation (unless the first proviso in the preceding sentence shall be applicable)such counsel. No indemnifying party shall be liable for any settlement party, in the defense of any action such claim or proceeding effected without its written consent. No indemnifying party litigation, shall, without except with the consent of the such indemnified party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include unless such judgment, compromise or settlement (i) includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to of such claim or litigation, (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party and (iii) does not require any action other than the payment of money by the indemnifying party.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections paragraphs of this Section 3.64, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter such indemnifying party of the commencement of such action or proceedingaction; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections paragraphs of this Section 3.64, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the such indemnified party party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in with respect of to such claim, such indemnified party shall permit such indemnifying party to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, of such claim with counsel reasonably satisfactory to such the indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel person entitled to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties indemnification hereunder shall have the right to select employ separate counsel and to defend participate in the defense of such action claim, but the fees and expenses of such counsel shall be at the expense of such person unless (A) the indemnifying party has agreed to pay such fees or proceeding on behalf expenses or (B) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person within a reasonable time after receipt of notice of such claim from the person entitled to indemnification hereunder. If such defense is not assumed by the indemnifying party as permitted hereunder, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld, conditioned or delayed). If such defense is assumed by the indemnifying party pursuant to the provisions hereof, such indemnifying party shall not settle or otherwise compromise the applicable claim unless (i) such settlement or compromise contains a full and unconditional release of the indemnified party of all liability in respect to such claim or litigation or (ii) the indemnified party otherwise consents in writing. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel (plus local counsel) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, a conflict of interest may exist between such indemnified party and any other of such indemnified party or partiesparties with respect to such claim, provided, further, that in which event the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof reasonable fees and approval by the indemnified party disbursements of such counsel, the additional counsel or counsels. The indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation (unless the first proviso in the preceding sentence shall be applicable). No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent. No , but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party shall, without agrees to indemnify the consent indemnified party from and against any loss or liability by reason of such settlement or judgment. The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party, consent to entry party and shall survive the transfer 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 of a release from all liability in respect to such claim or litigationsecurities.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections of this Section 3.62.6, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; providedPROVIDED, howeverHOWEVER, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section 3.62.6, except to the extent that the indemnifying party is materially actually prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.62.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; providedPROVIDED, howeverHOWEVER, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, providedPROVIDED, furtherHOWEVER, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation (unless the first proviso in the preceding sentence shall be applicable). No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent. No indemnifying party shall, without the consent of the 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 of a release from all liability in respect to such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections subdivisions of this Section 3.63.7, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; providedaction, however, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections subdivisions of this Section 3.63.7, except to the extent that the indemnifying party is materially actually prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein in and, unless in the opinion of outside counsel to the such indemnified party party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselthereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation (unless investigation. The indemnified party shall cooperate fully with the first proviso indemnifying party in connection with any negotiation or defense of any such action or claim by the preceding sentence indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party which relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be applicable)entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised as to the status of the defense; provided, however, that the failure to keep the indemnifying party so informed shall not affect the obligations of the indemnifying party hereunder. No indemnifying party shall be liable for any settlement of any action action, claim or proceeding effected without its written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the indemnified party with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections subdivisions of this Section 3.61.7, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceedingaction; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections subdivisions of this Section 3.61.7, except to the extent that the indemnifying party is materially actually prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselthereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation (unless investigation, provided, however, that if the first proviso in indemnified party reasonably believes it is advisable for it to be represented by separate counsel because there exists a conflict of interest between its interests and those of the preceding sentence indemnifying party with respect to such claim, or there exist defenses available to such indemnified party which may not be available to the indemnifying party, or if the indemnifying party shall be applicable)fail to assume responsibility for such defense, the indemnified party may retain counsel satisfactory to it and the indemnifying party shall pay all reasonable fees and expenses of such counsel. No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent. No indemnifying party shall, without the consent of the 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 of a release from all liability in respect to such claim or litigationlitigation or which requires action other than the payment of money by the indemnifying party.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections paragraphs of this Section 3.61.7, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying partyparty hereunder, give written notice to the latter of the commencement of such action or proceeding; providedaction, however, provided that the failure of any indemnified party to give notice as provided herein therein shall not relieve the indemnifying party of its obligations under the preceding subsections paragraphs of this Section 3.6, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.61.7. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall will be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselthereof, the indemnifying party shall will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof thereof, provided that if such indemnified party and the indemnifying party reasonably determine, based upon advice of their respective independent counsel, that a conflict of interest may exist between the indemnified party and the indemnifying party with respect to such action and that it is advisable for such indemnified party to be represented by separate counsel, such indemnified party may retain other than counsel, reasonably satisfactory to the indemnifying party, to represent such indemnified party, and the indemnifying party shall pay all reasonable costs fees and expenses of investigation (unless the first proviso in the preceding sentence shall be applicable)such counsel. No indemnifying party shall be liable for any settlement party, in the defense of any action such claim or proceeding effected without its written consent. No indemnifying party litigation, shall, without except with the consent of the such indemnified party, which consent shall not be unreasonably withheld, 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 of a release from all liability in respect to such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections of this Section 3.64, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section 3.64, except to the extent that the indemnifying party is materially actually prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.64. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, furtherhowever, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation (unless the first proviso in the preceding sentence shall be applicable). No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent. No indemnifying party shall, without the consent of the 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 of a release from all liability in respect to such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections of this Section 3.61.7(a) or (b), such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceedingaction; providedPROVIDED, howeverHOWEVER, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections subdivisions of this Section 3.61.7, except to the extent that the indemnifying party is materially actually prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is shall be brought against an any indemnified partyparty and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; providedPROVIDED, howeverHOWEVER, that if any indemnified party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the defendants foregoing, in any action or proceeding in which both the Company and an indemnified party is, or is reasonably likely to become, a party, such indemnified party shall have the right to employ separate counsel at the Company's expense and to control its own defense of such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party (a) there are or may be legal defenses available to such indemnified party and/or or to other indemnified parties which that are different from or in addition additional to those available to the indemnifying party, Company or (b) any actual conflict exists between the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of Company and such indemnified party or partiesthat would make such separate representation advisable; PROVIDED, provided, furtherHOWEVER, that the indemnifying party Company may limit the fees and expenses that it pays in any one legal action or group of related legal actions to those fees and expenses of one firm of attorneys (together with appropriate local counsel), which firm of attorneys (together with appropriate legal counsel) shall be obligated to pay for only one counsel for all indemnified parties. After notice from the indemnifying party to such indemnified party designated in writing by a majority of its election so to assume the defense thereof and approval by the indemnified parties who are a party to, or are reasonably likely to become parties to, such legal action or group of such counsel, the indemnifying party shall not be liable to such indemnified party for any related legal expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation (unless the first proviso in the preceding sentence shall be applicable)actions. No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, 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 of a release from all liability in respect to such claim or litigationlitigation or which requires action other than the payment of money by the indemnifying party.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections subdivisions of this Section 3.62.07(a), such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter within five days of the commencement of such action or proceedingaction; provided, however, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections subdivisions of this Section 3.62.07(a), except to the extent that the indemnifying party is materially actually prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein in and, unless in the opinion of outside counsel to the such indemnified party party's reasonable good faith judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselthereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation investigation. In the event that the indemnifying party advises an indemnified party that it will contest a claim for indemnification hereunder, or fails, within thirty (30) days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the first proviso indemnifying party elects in writing to assume and does so assume the preceding sentence defense of any such claim, proceeding or action, the indemnified party's reasonable out-of-pocket costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be applicable)losses subject to indemnification hereunder. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party which relates to such action or claim. The indemnifying party shall keep the indemnified party fully appraised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party appraised at all times as to the status of the defense; provided, however, that the failure to keep the indemnifying party so informed shall not affect the obligations of the indemnifying party hereunder. No indemnifying party shall be liable for any settlement of any action action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the indemnified partyparty (which consent shall not be unreasonably withheld, delayed or conditioned), 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 of a release from all liability in respect to such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under subsection (a) or (b) above of written notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections of this Section 3.6action, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, give written notice party pursuant to the latter indemnification provisions of or contemplated by this Section 6, notify as promptly as reasonably practicable such indemnifying party in writing of the commencement of such action or proceedingaction; provided, however, that but the failure of any indemnified omission so to notify the indemnifying party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section 3.6, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party it from any liability which it may have to the any indemnified party otherwise than under this the indemnification provisions of or contemplated by Section 3.66(a) or Section 6(b). In case any such action or proceeding is shall be brought against any indemnified party and it shall notify an indemnified partyindemnifying party of the commencement thereof, the such indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereofextent that it shall wish, jointly with any other indemnifying party similarly notified notified, to assume the extent that it may wishdefense thereof, with counsel reasonably satisfactory to such indemnified party; providedparty (who shall not, however, that if except with the defendants in any such action or proceeding include both consent of the indemnified party and the indemnifying party and if in the opinion of outside party, be counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party), the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or partiesand, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of thereof, such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by the latter such indemnified party, in connection with the defense thereof other than reasonable costs of investigation investigation, subject to the following sentence. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (unless the first proviso in addition to any local counsel) in connection with any one action or separate but similar or related actions in the preceding sentence same jurisdiction arising out of the same general allegations or circumstances, unless (i) the indemnified party shall have reasonably concluded that there may be applicable). No legal defenses available to it that are different from or in addition to the indemnifying party such that counsel for such indemnified party has reasonably concluded that a conflict of interest would arise or (ii) the named parties in any such proceeding (including any impleaded parties) included both the indemnifying person and the indemnified person and representation of both parties by the same counsel would be inappropriate due to actual or potential different interests between them, in either of which cases, the indemnifying party shall be liable for any settlement pay the reasonable fees and expenses of any action one counsel retained by the indemnified party (or proceeding effected without its written consentindemnified parties, if they are party to the same actions or if their claims arise out of the same general allegations or circumstances). No indemnifying party shall, without the prior written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or enter into any settlement threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to, or an unconditional term thereof the giving admission of, fault, culpability or a failure to act by the claimant or plaintiff to such on behalf of any indemnified party of a release from all liability in respect to such claim or litigationparty.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred re ferred to in the preceding subsections paragraphs of this Section 3.63.7, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying partyparty hereunder, give prompt written notice to the latter of the commencement of such action or proceeding; providedaction, however, provided that the failure of any indemnified party to give notice as provided herein therein shall not relieve the indemnifying party of its obligations under the preceding subsections paragraphs of this Section 3.6, except 3.7 unless the failure to provide prompt written notice shall cause actual prejudice to the extent that the indemnifying party is materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6party. In case any such action or proceeding is brought against an indemnified partyparty and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled have the right to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with retain counsel reasonably satisfactory to such indemnified party; provided, however, that if party to defend against such proceeding and shall pay the defendants in reasonable fees and disbursements of such counsel related to such proceeding. In any such action or proceeding include both the proceeding, any indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel and the payment of such fees by the indemnifying party or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or (iii) the indemnifying party has not retained counsel to defend such action or proceeding on behalf proceeding, in which case (under any of such indemnified party clauses (i), (ii) or parties, provided, further, (iii)) it is understood that (x) the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be obligated to pay liable for only the reasonable fees and expenses of more than one counsel separate firm for all such indemnified partiesparties and (y) such firm shall be designated in writing by the Holders of a majority of the Registrable Securities included in such Registration Statement in the case of parties indemnified pursuant to Section 3.7(a) and by the Company in the case of parties indemnified pursuant to Section 3.7(b). After notice All fees and expenses that an indemnified party is entitled to receive from the an indemnifying party to under this Section 3.7 shall be reimbursed as they are incurred, provided that each such indemnified party of its election so shall promptly repay such fees and expenses if it is finally judicially determined that such indemnified party is not entitled to assume indemnification hereunder. No indemnifying party, in the defense thereof and approval by of any such claim or litigation, shall, except with the indemnified party consent of such counselindemnified party, the indemnifying party which consent shall not be liable to such indemnified party for any legal expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation (unless the first proviso in the preceding sentence shall be applicable). No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent. No indemnifying party shall, without the consent of the indemnified partyunreasonably withheld, consent to entry of any judgment or enter into any settlement of any pending or threatened action in respect of which does not include any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections of this Section 3.62.7, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section 3.62.7, except to the extent that the indemnifying party is materially actually prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.62.7. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that parties and the indemnifying party shall be obligated to pay for only one the fees and expenses of such separate counsel for all indemnified partiesor counsels. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation (unless the first proviso in the preceding sentence shall be applicable). No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consentconsent which shall not be unreasonably withheld. No indemnifying party shall, without the consent of the 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 of a release from all liability in respect to such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections of this Section 3.6Article III, such the indemnified party will, if a resulting claim in respect thereof is to be made or may be made against an any indemnifying party, give written notice to the latter indemnifying party of the commencement of such action or proceeding; provided, however, that the action. The failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of in this Section 3.6Article III, except to the extent that the indemnifying party is materially actually prejudiced by such the failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case If any such action or proceeding is brought against an indemnified party, the indemnifying party shall will be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to of the extent that it may wish, action with counsel reasonably satisfactory to such the indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After after notice from the indemnifying party to such indemnified party of its election so to assume defense of the defense thereof and approval by the indemnified party of such counselaction, the indemnifying party shall will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation (unless action’s defense. An indemnified party shall have the first proviso right to employ separate counsel in any action or proceeding and participate in the preceding sentence defense thereof, but the fees and expenses of such counsel shall be applicableat such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within 30 days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent. No indemnifying party shall, without the consent of the indemnified party, will consent to entry of any judgment or enter into any settlement which (A) does not include as an unconditional term thereof the giving by the claimant or plaintiff plaintiff, to such the indemnified party party, of a release from all liability in respect to of such claim or litigationlitigation or (B) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified party.

Notices of Claims, Etc. Promptly after receipt by an indemnified ---------------------- party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections paragraphs of this Section 3.69, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided, however, provided that the failure of any indemnified party to -------- give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections paragraphs of this Section 3.69, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall will be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselthereof, the indemnifying party shall will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof except for the reasonable fees and expenses of any counsel retained by such indemnified party to monitor such action or proceeding. Notwithstanding the foregoing, if such indemnified party and the indemnifying party reasonably determine, based upon advice of their respective independent counsel, that a conflict of interest may exist between the indemnified party and the indemnifying party with respect to such action and that it is advisable for such indemnified party to be represented by separate counsel, such indemnified party may retain other than counsel, reasonably satisfactory to the indemnifying party, to represent such indemnified party, and the indemnifying party shall pay all reasonable costs fees and expenses of investigation (unless the first proviso in the preceding sentence shall be applicable)such counsel. No indemnifying party shall be liable for any settlement party, in the defense of any action such claim or proceeding effected without its written consent. No indemnifying party litigation, shall, without except with the consent of the such indemnified party, which consent shall not be unreasonably withheld or delayed, 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 of a release from all liability in respect to of such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by ----------------------- an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections subdivisions of this Section 3.61.5, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceedingaction; provided, however, that the -------- ------- failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections subdivisions of this Section 3.61.5, except to the extent that the indemnifying party is materially actually prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, party the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselthereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation (unless investigation; provided, however, that if the first proviso in indemnified party -------- ------- reasonably believes it is advisable for it to be represented by separate counsel because there exists a conflict of interest between its interests and those of the preceding sentence indemnifying party with respect to such claim, or there exist defenses available to such indemnified party which may not be avail- able to the indemnifying party, or if the indemnifying party shall be applicable)fail to assume responsibility for such defense, the indemnified party may retain counsel satisfactory to it and the indemnifying party shall pay all fees and expenses of such counsel. No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the consent of the 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 of a release from all liability in respect to such claim or litigationlitigation or which requires action other than the payment of money by the indemnifying party. Each indemnified party shall furnish such information regarding itself or the claim in question as an indemnifying party may reasonably request in writing and as shall be reasonably requested in connection with the defense of such claim and litigation resulting therefrom.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections paragraphs of this Section 3.66, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter indemnifying party of the commencement of such action or proceeding; provided, however, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections paragraphs of this Section 3.66, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselthereof, the indemnifying party shall will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof except for the reasonable fees and expenses of any counsel retained by such indemnified party to monitor such action or proceeding. Notwithstanding the foregoing, if such indemnified party reasonably determines, based upon advice of independent counsel, that a conflict of interest may exist between the indemnified party and the indemnifying party with respect to such action and that it is advisable for such indemnified party to be represented by separate counsel, such indemnified party may retain other than counsel, reasonably satisfactory to the indemnifying party, to represent such indemnified party, and the indemnifying party shall pay all reasonable costs fees and expenses of investigation (unless the first proviso in the preceding sentence shall be applicable)such counsel. No indemnifying party shall be liable for any settlement party, in the defense of any action such claim or proceeding effected without its written consent. No indemnifying party litigation, shall, without except with the consent of the such indemnified party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include unless such judgment, compromise or settlement (A) includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to of such claim or litigation, (B) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party, and (C) does not require any action other than the payment of money by the indemnifying party.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections of this Section 3.62.7(a) or (b), such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceedingaction; providedPROVIDED, howeverHOWEVER, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections subdivisions of this Section 3.62.7, except to the extent that the indemnifying party is actually and materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is shall be brought against an any indemnified partyparty and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; providedPROVIDED FURTHER, howeverHOWEVER, that if any indemnified party may, at its own expense, retain separate counsel to participate in, but not control, such defense. Notwithstanding the defendants foregoing, in any action or proceeding in which both the Company and an indemnified party is, or is reasonably likely to become, a party, such indemnified party shall have the right to employ separate counsel at the Company's expense and to control its own defense of such action or proceeding include both the indemnified party and the indemnifying party and if if, in the reasonable opinion of outside counsel to the such indemnified party party, (a) there are or may be legal defenses available to such indemnified party and/or or to other indemnified parties which that are different from or in addition additional to those available to the indemnifying party, Company or (b) any conflict or potential conflict exists between the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of Company and such indemnified party or partiesthat would make such separate representation advisable; PROVIDED, provided, furtherHOWEVER, that in no event shall the indemnifying party shall Company be obligated required to pay fees and expenses under this Section 2.7 for only more than one counsel for all indemnified parties. After notice from the indemnifying party to such indemnified party firm of its election so to assume the defense thereof and approval by attorneys representing the indemnified party parties (together, if appropriate, with one firm of such counsel, the indemnifying party shall not be liable to such indemnified party for local counsel per jurisdiction) in any one legal expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs action or group of investigation (unless the first proviso in the preceding sentence shall be applicable)related legal actions. No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent, which consent shall not be unreasonably withheld. No indemnifying party shall, without the consent of the indemnified party, which consent shall not be unreasonably withheld, 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 of a release from all liability in with respect to such claim or litigationlitigation or which requires action other than the payment of money by the indemnifying party.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections of this Section 3.62.4, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section 3.62.4, except to the extent that the indemnifying party is materially actually prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.62.4. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from in conflict with or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, furtherhowever, that the indemnifying party shall be obligated to pay for only one counsel and one local counsel for all indemnified parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation (unless the first proviso in the preceding sentence shall be applicable). No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent. No indemnifying party shall, without the consent of the 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 of a release from all liability in respect to such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections paragraphs of this Section 3.67, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided, however, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections paragraphs of this Section 3.67, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified partyparty and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall will be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselthereof, the indemnifying party shall will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof except for the reasonable fees and expenses of any single counsel retained by such indemnified party to monitor such action or proceeding. Notwithstanding the foregoing, if such indemnified party and the indemnifying party reasonably determine, based upon advice of their respective independent counsel, that a conflict of interest may exist between the indemnified party and the indemnifying party with respect to such action and that it is advisable for such indemnified party to be represented by separate counsel, such indemnified party may retain other than counsel, reasonably satisfactory to the indemnifying party, to represent such indemnified party, and the indemnifying party shall pay all reasonable costs fees and expenses of investigation (unless the first proviso in the preceding sentence shall be applicable)such counsel. No indemnifying party shall be liable for any settlement party, in the defense of any action such claim or proceeding effected without its written consent. No indemnifying party litigation, shall, without except with the consent of the such indemnified party, which consent shall not be unreasonably withheld, 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 of a release from all liability in respect to of such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding involving with respect to which a claim referred for indemnification may be made pursuant to in the preceding subsections of this Section 3.68, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceedingaction; provided, however, that the failure of any the indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section 3.68, except to the extent that the indemnifying party is actually and materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall will be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselthereof, the indemnifying party shall will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation investigation; provided that the indemnified party shall have the right to employ counsel to represent the indemnified party and its respective controlling persons, directors, officers, general or limited partners, employees or agents who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the indemnified party against such indemnifying party under this Section 8 if (unless i) the first proviso employment of such counsel shall have been authorized in writing by such indemnifying party in connection with the preceding sentence defense of such action, (ii) the indemnifying party shall not have promptly employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action or counsel, or (iii) any indemnified party shall have reasonably concluded in consultation with counsel that there may be defenses available to such indemnified party or its respective controlling persons, directors, officers, employees or agents which are in conflict with or in addition to those available to the indemnifying party based upon the advice of counsel to the indemnified party, and in that event the reasonable fees and expenses of one firm of separate counsel for the indemnified party shall be applicable)paid by the indemnifying party. No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent. No indemnifying party shall, without the consent of the indemnified party, will 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 of a release from all liability in respect to such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections paragraphs of this Section 3.68, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter indemnifying party of the commencement of such action or proceeding; provided, however, provide that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections paragraphs of this Section 3.68, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall will be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselthereof, the indemnifying party shall will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof except for the reasonable fees and expenses of any counsel retained by such indemnified party to monitor such action or proceeding. Notwithstanding the foregoing, if such indemnified party reasonably determines, based upon advice of independent counsel, that a conflict of interest may exist between the indemnified party and the indemnifying party with respect to such action and that it is advisable for such indemnified party to be represented by separate counsel, such indemnified party may retain other than counsel, reasonably satisfactory to the indemnifying party, to represent such indemnified party, and the indemnifying party shall pay all reasonable costs fees and expenses of investigation (unless the first proviso in the preceding sentence shall be applicable)such counsel. No indemnifying party shall be liable for any settlement party, in the defense of any action such claim or proceeding effected without its written consent. No indemnifying party litigation, shall, without except with the consent of the such indemnified party, which consent shall not be unreasonably withheld, 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 of a release from all liability in respect to of such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections paragraphs of this Section 3.67, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter indemnifying party of the commencement of such action or proceeding; provided, however, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections paragraphs of this Section 3.67, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall will be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, thereof jointly with any other indemnifying party similarly notified notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselthereof, the indemnifying party shall will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof except for the reasonable fees and expenses of any counsel retained by such indemnified party to monitor such action or proceeding. Notwithstanding the foregoing, if such indemnified party reasonably determines, based upon advice of independent counsel, that a conflict of interest exists between the indemnified party and the indemnifying party with respect to such action and that it is advisable for such indemnified party to be represented by separate counsel or that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party, such indemnified party may retain other than counsel, reasonably satisfactory to the indemnifying party, to represent such indemnified party, and the indemnifying party shall pay all reasonable costs fees and expenses of investigation (unless the first proviso in the preceding sentence shall be applicable)such counsel. No indemnifying party shall be liable for any settlement party, in the defense of any action such claim or proceeding effected without its written consent. No indemnifying party litigation, shall, without except with the consent of the such indemnified party, which consent shall not be unreasonably withheld, 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 of a release from all liability in respect to of such claim or litigation. The rights accorded to any indemnified party hereunder shall be in addition to any rights that such indemnified party may have at common law, by separate agreement or otherwise.

Notices of Claims, Etc. Promptly after receipt by an indemnified ---------------------- party hereunder of written notice of the commencement of any action or proceeding involving with respect to which a claim referred for indemnification may be made pursuant to in the preceding subsections of this Section 3.62.4, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceedingaction; provided, however, that the failure -------- ------- of any indemnified party to give notice as provided herein (i) shall not relieve the indemnifying party of its obligations under the preceding subsections paragraphs of this Section 3.62.4, except to the extent that the failure results in the forfeiture by the indemnifying party is materially prejudiced by such failure to give noticeof substantial rights and (ii) will not, and shall not in any event, relieve the indemnifying party from any liability which it may have obligation to the any indemnified party otherwise other than under this Section 3.6the indemnification obligation provided in paragraph (a) or (b) above. In case If any such claim or action or proceeding is shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein therein, and, unless in the opinion of outside counsel to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel of its choosing; provided, however, that -------- ------- if, in any indemnified party party's reasonable judgment, a conflict of interest between such the indemnified party and the indemnifying parties may exist party exists in respect of such claim, then such indemnified party shall have the right to assume participate in the defense thereof, jointly with any other indemnifying party similarly notified of such claim and to the extent that it may wish, with employ counsel reasonably satisfactory to the indemnifying party at the indemnifying party's reasonable expense to represent such indemnified party; provided, however, that if the defendants indemnified party or -------- ------- parties in such instance is or are Holder(s), then one such firm of attorneys shall be selected by a majority of the indemnified parties based upon their respective percentage ownership of Registrable Securities covered by such Registration Statement; and provided further, that if, in the reasonable -------- ------- judgment of any indemnified party, a conflict of interest between such action or proceeding include both the indemnified party and any other indemnified parties exists in respect of such claim, each such indemnified party shall be entitled to one additional counsel reasonably satisfactory to the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one the reasonable fees and expenses of such additional counsel for all indemnified partiesor counsels. After notice from Once the indemnifying party to such has assumed the defense of any claim, no indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation (unless the first proviso in the preceding sentence shall be applicable). No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent. No indemnifying party shall, without the consent of the indemnified party, will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof without the giving by the claimant or plaintiff indemnifying party's consent to such indemnified party of a release from all liability in respect to such claim judgment or litigationsettlement.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under subsection (a) or (b) above of written notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections of this Section 3.6action, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, give written notice party pursuant to the latter indemnification provisions of or contemplated by this Section 6, notify such indemnifying party in writing of the commencement of such action or proceedingaction; provided, however, that but the failure of any indemnified omission so to notify the indemnifying party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section 3.6, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party it from any liability which it may have to the any indemnified party otherwise other than under this the indemnification provisions of or contemplated by Section 3.66(a) or 6(b) hereof. In case any such action or proceeding is shall be brought against any indemnified party and it shall notify an indemnified partyindemnifying party of the commencement thereof, the such indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereofextent that it shall wish, jointly with any other indemnifying party similarly notified notified, to assume the extent that it may wishdefense thereof, with counsel reasonably satisfactory to such indemnified party; party (who may be counsel to the indemnifying party unless representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interest between them) provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party shall have reasonably concluded that there may be legal defenses available to such indemnified party it and/or other indemnified parties which that are different from or in addition additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel (in which case the indemnifying party shall not have the right to defend direct the defense of such action or proceeding on behalf of such the indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties). After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of thereof, such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by the latter such indemnified party, in connection with the defense thereof other than reasonable costs of investigation unless (unless i) the first indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso in to the next preceding sentence sentence, (ii) the indemnifying party shall be applicable)not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time, or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party. No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent. No indemnifying party shall, without the which consent of the indemnified party, consent to entry of any judgment or enter into any settlement which does shall not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigationbe unreasonably withheld.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections of this Section 3.62.7(a) or (b), such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceedingaction; providedPROVIDED, howeverHOWEVER, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections subdivisions of this Section 3.62.7, except to the extent that the indemnifying party is actually and materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is shall be brought against an any indemnified partyparty and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; providedPROVIDED, howeverHOWEVER, that if any indemnified party may, at its own expense, retain separate counsel to participate in, but not control, such defense. Notwithstanding the defendants foregoing, in any action or proceeding in which both the Company and an indemnified party is, or is reasonably likely to become, a party, such indemnified party shall have the right to employ separate counsel at the Company's expense and to control its own defense of such action or proceeding include both the indemnified party and the indemnifying party and if if, in the reasonable opinion of outside counsel to the such indemnified party party, (a) there are or may be legal defenses available to such indemnified party and/or or to other indemnified parties which that are different from or in addition additional to those available to the indemnifying party, Company or (b) any conflict or potential conflict exists between the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of Company and such indemnified party or partiesthat would make such separate representation advisable; PROVIDED, provided, furtherHOWEVER, that in no event shall the indemnifying party shall Company be obligated required to pay fees and expenses under this Section 2.7 for only more than one counsel for all indemnified parties. After notice from the indemnifying party to such indemnified party firm of its election so to assume the defense thereof and approval by attorneys representing the indemnified party parties (together, if appropriate, with one firm of such counsel, the indemnifying party shall not be liable to such indemnified party for local counsel per jurisdiction) in any one legal expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs action or group of investigation (unless the first proviso in the preceding sentence shall be applicable)related legal actions. No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent, which consent shall not be unreasonably withheld. No indemnifying party shall, without the consent of the indemnified party, which consent shall not be unreasonably withheld, 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 of a release from all liability in with respect to such claim or litigationlitigation or which requires action other than the payment of money by the indemnifying party.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections paragraphs of this Section 3.67, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter indemnifying party of the commencement of such action or proceeding; provided, however, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections paragraphs of this Section 3.67, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselthereof, the indemnifying party shall will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof except for the reasonable fees and expenses of any counsel retained by such indemnified party to monitor such action or proceeding. Notwithstanding the foregoing, if such indemnified party reasonably determines, based upon advice of independent counsel, that a conflict of interest may exist between the indemnified party and the indemnifying party with respect to such action and that it is advisable for such indemnified party to be represented by separate counsel, such indemnified party may retain other than counsel, reasonably satisfactory to the indemnifying party, to represent such indemnified party, and the indemnifying party shall pay all reasonable costs fees and expenses of investigation (unless the first proviso in the preceding sentence shall be applicable)such counsel. No indemnifying party shall be liable for any settlement party, in the defense of any action such claim or proceeding effected without its written consent. No indemnifying party litigation, shall, without except with the consent of the such indemnified party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include unless such judgment, compromise or settlement (A) includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to of such claim or litigation, (B) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party, and (C) does not require any action other than the payment of money by the indemnifying party.

Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding involving with respect to which a claim referred for indemnification may be made pursuant to in the preceding subsections of this Section 3.68, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceedingaction; providedPROVIDED, howeverHOWEVER, that the failure of any the indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section 3.68, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall will be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselthereof, the indemnifying party shall will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation investigation; PROVIDED, HOWEVER, that the indemnified party shall have the right, at the sole cost and expense of the indemnifying party, to employ counsel to represent the indemnified party and its respective controlling persons, directors, officers, employees or agents who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the indemnified party against such indemnifying party under this Section 8 if (unless i) the first proviso employment of such counsel shall have been authorized in writing by such indemnifying party in connection with the preceding sentence defense of such action, (ii) the indemnifying party shall not have promptly employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action or counsel, or (iii) any indemnified party shall have reasonably concluded that there may be applicable)defenses available to such indemnified party or its respective controlling persons, directors, officers, employees or agents which are in conflict with or in addition to those available to an indemnifying party; PROVIDED, FURTHER, that the indemnifying party shall not be obligated to pay for more than the expenses of one firm of separate counsel for the indemnified party. No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent. No indemnifying party shall, without the consent of the indemnified party, will 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 of a release from all liability in respect to such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections paragraphs of this Section 3.64, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter such indemnifying party of the commencement of such action or proceeding; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections paragraphs of this Section 3.64, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the such indemnified party party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in with respect of to such claim, such indemnified party shall permit such indemnifying party to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, of such claim with counsel reasonably satisfactory to such the indemnified party; provided, however, that if any person entitled to indemnification hereunder shall have the defendants right to employ separate counsel and to participate in any the defense of such action or proceeding include both claim, but the indemnified party fees and expenses of such counsel shall be at the expense of such person unless (i) the indemnifying party has agreed to pay such fees or expenses, (ii) the indemnifying party shall have failed to assume the defense of such claim and if employ counsel reasonably satisfactory to such person within a reasonable time after receipt of notice of such claim from the person entitled to indemnification hereunder or (iii) in the opinion indemnified party’s reasonable judgment (based upon advice of outside counsel to the indemnified party its counsel) there may be material legal defenses available to such indemnified party and/or it or other indemnified parties which that are different from or in addition to those available to the indemnifying party, the indemnified party or a conflict of interest may exist between it or other indemnified parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that and the indemnifying party shall be obligated with respect to pay for only one counsel for all indemnified partiesany such claim. After notice from If such defense is not assumed by the indemnifying party as permitted hereunder, the indemnifying party will not be subject to such indemnified party of its election so to assume the defense thereof and approval any liability for any settlement made by the indemnified party of without its consent. If such counseldefense is assumed by the indemnifying party pursuant to the provisions hereof, the such indemnifying party shall not be liable to settle or otherwise compromise the applicable claim unless (x) such settlement or compromise contains a full and unconditional release of all indemnified party for any legal expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs parties of investigation (unless the first proviso in the preceding sentence shall be applicable). No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent. No indemnifying party shall, without the consent of the 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 of a release from all liability in respect to such claim or litigation, does not contain any statement of wrongdoing or fault on the party of any indemnified party and is paid in full by the indemnifying party or (y) the indemnified party otherwise consents in writing. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel (plus local counsel) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the reasonable fees and disbursements of such additional counsel or counsels. The indemnifying party shall not be liable for any settlement of any proceeding effected without its prior written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment.

Notices of Claims, Etc. Promptly after receipt by an ---------------------- indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections paragraphs of this Section 3.69, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided, however, provided that the failure of any indemnified party to -------- give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections paragraphs of this Section 3.69, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall will be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselthereof, the indemnifying party shall will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof except for the reasonable fees and expenses of any counsel retained by such indemnified party to monitor such action or proceeding. Notwithstanding the foregoing, if such indemnified party and the indemnifying party reasonably determine, based upon advice of their respective independent counsel, that a conflict of interest may exist between the indemnified party and the indemnifying party with respect to such action and that it is advisable for such indemnified party to be represented by separate counsel, such indemnified party may retain other than counsel, reasonably satisfactory to the indemnifying party, to represent such indemnified party, and the indemnifying party shall pay all reasonable costs fees and expenses of investigation (unless the first proviso in the preceding sentence shall be applicable)such counsel. No indemnifying party shall be liable for any settlement party, in the defense of any action such claim or proceeding effected without its written consent. No indemnifying party litigation, shall, without except with the consent of the such indemnified party, which consent shall not be unreasonably withheld, 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 of a release from all liability in respect to of such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding involving with respect to which a claim referred for indemnification may be made pursuant to in the preceding subsections of this Section 3.6Article III, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, promptly give written notice to the latter of the commencement of such action or proceedingaction; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections sections of this Section 3.6Article III, except to the extent that the indemnifying party is materially actually prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall will be entitled to participate therein in and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified notified, to assume the defense thereof, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselthereof, the indemnifying party shall will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other thereof, unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists or the indemnifying party is not adequately defending such action or proceeding. In such event, the indemnified party shall be entitled to retain its own counsel to jointly participate in such defense, provided, that an indemnifying party will not be obligated to pay the fees and expenses of more than reasonable costs of investigation one such counsel (together with appropriate local counsel) for all parties indemnified by such indemnifying party with respect to such claim unless the first proviso in the preceding sentence reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be applicableobligated to pay the fees and expenses of such additional counsel or counsels (together with the fees of local counsel). An indemnifying party will not be subject to any liability for any settlement made without its consent (which consent shall not be unreasonably withheld). No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent. No indemnifying party shall, without the consent of the indemnified party, will consent to entry of any judgment or enter into any settlement of any pending or threatened proceeding involving an indemnified party which (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation, or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on such indemnified party.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections paragraphs of this Section 3.61.6, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying partyparty hereunder, give written notice to the latter of the commencement of such action or proceeding; providedaction, however, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections paragraphs of this Section 3.6, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.61.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall will be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselthereof, the indemnifying party shall will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof thereof; and provided, further, that if such indemnified party and the indemnifying party reasonably determine, based upon advice of their respective independent counsel, that a conflict of interest may exist between the indemnified party and the indemnifying party with respect to such action and that it is advisable for such indemnified party to be represented by separate counsel, such indemnified party may retain other than counsel, reasonably satisfactory to the indemnifying party, to represent such indemnified party, and the indemnifying party shall pay all reasonable costs fees and expenses of investigation (unless the first proviso in the preceding sentence shall be applicable)such counsel. No indemnifying party shall be liable for any settlement party, in the defense of any action such claim or proceeding effected without its written consent. No indemnifying party litigation, shall, without except with the consent of the such indemnified party, which consent shall not be unreasonably withheld, 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 of a release from all liability in respect to such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding involving with respect to which a claim referred for indemnification or contribution may be made pursuant to in the preceding subsections of this Section 3.64, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided, however, that the failure of any the indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections subdivisions of this Section 3.64, except to the extent that the indemnifying party is materially actually prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, thereof with counsel reasonably satisfactory to such the indemnified party; provided, however, that if . The indemnified party shall have the defendants right to employ separate counsel in any such action or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party has agreed to pay such fees and expenses or (ii) the indemnifying party shall have failed to assume the defense of such action or proceeding or to employ counsel reasonably satisfactory to the indemnified party therein or (iii) the named parties to any such action or proceeding (including any impleaded party) include both the indemnifying party and the indemnified party and the indemnifying party and if in the opinion of outside counsel (x) there are one or more legal defenses available to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition additional to those available to the indemnifying party and which result in a conflict between the indemnifying party and such indemnified party or (y) the representation of both parties by the same counsel would be inappropriate due to differing interests between them, in either which case under the preceding clause (iii), if the indemnified party notifies the indemnifying party in writing that the indemnified party elects to employ separate counsel at the expense of the indemnifying party, the indemnified indemnifying party or parties shall not have the right to select separate counsel to defend assume the defense of such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation (unless the first proviso in the preceding sentence shall be applicable)party. No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent. No indemnifying party shall, without the consent of the indemnified party, will 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 of a release from all liability in respect to such claim or litigation. The indemnifying party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys at any time for all indemnified parties, which firm shall be designated in writing by the indemnified parties.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections paragraphs of this Section 3.62.7, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying partyparty hereunder, give written notice to the latter of the commencement of such action or proceeding; providedaction, however, provided that the failure of any indemnified party to give notice as provided herein therein shall not relieve the indemnifying party of its obligations under the preceding subsections paragraphs of this Section 3.6, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.62.7. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall will be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselthereof, the indemnifying party shall will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof thereof, provided that if such indemnified party and the indemnifying party reasonably determine, based upon advice of their respective independent counsel, that a conflict of interest may exist between the indemnified party and the indemnifying party with respect to such action and that it is advisable for such indemnified party to be represented by separate counsel, such indemnified party may retain other than counsel, reasonably satisfactory to the indemnifying party, to represent such indemnified party, and the indemnifying party shall pay all reasonable costs fees and expenses of investigation (unless the first proviso in the preceding sentence shall be applicable)such counsel. No indemnifying party shall be liable for any settlement party, in the defense of any action such claim or proceeding effected without its written consent. No indemnifying party litigation, shall, without except with the consent of the such indemnified party, which consent shall not be unreasonably withheld, 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 of a release from all liability in respect to such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding involving with respect to which a claim referred for indemnification may be made pursuant to in the preceding subsections of this Section 3.6Article VIII, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceedingaction; provided, however, provided that the failure of any the indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under Sections 8.01 or 8.02, as the preceding subsections of this Section 3.6case may be, except to the extent that the indemnifying party is materially actually prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall will be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselthereof, the indemnifying party shall will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation investigation, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim (unless in which event such indemnified party and any other indemnified party to which such conflict of interest applies shall be reimbursed for the first proviso reasonable expenses incurred in connection with retaining one separate legal counsel for all such indemnified parties in connection with any one such action or separate but substantially similar or related actions in the preceding sentence shall be applicablesame jurisdiction arising out of the same general allegations or circumstances). No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent. No indemnifying party shallwill, without the prior written consent of the indemnified partyparty (which consent shall not be unreasonably withheld), consent to entry of any judgment or enter into any settlement which does not include in respect of any such indemnifiable claim, unless any such judgment or settlement includes as an unconditional term thereof the giving by the claimant or 42 38 plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. No indemnified party will, without the prior written consent of the indemnifying party (which consent shall not be unreasonably withheld), consent to entry of any judgment or enter into any settlement in respect of any such indemnifiable claim which the indemnifying party is defending in good faith.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections paragraph (a) or (b) of this Section 3.62.4, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give prompt written notice to the latter of the commencement of such action or proceeding; providedaction, however, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section 3.62.4, except to the extent that the indemnifying party is actually and materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereofthereof (such assumption to constitute its acknowledgment of its agreement to indemnify the indemnified party with respect to such matters), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselthereof, the indemnifying party shall not be liable to such indemnified party for any legal fees or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation (investigation; provided, however, that if, in such indemnified party's reasonable judgment, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, such indemnified party shall be entitled to separate counsel at the expense of the indemnifying party; and provided further, that, unless there exists a conflict of interest among indemnified parties, all indemnified parties in respect of such claim shall be entitled to only one counsel or firm of counsel for all such indemnified parties. In the first proviso event an indemnifying party shall not be entitled, or elects not, to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified by such indemnifying party in respect of such claim, unless in the preceding sentence shall be applicable). No reasonable judgment of any such indemnified party a conflict of interest exists between such indemnified party and any other of such indemnified parties in respect of such claim, in which event the indemnifying party shall be liable obligated to pay the fees and expenses of one additional counsel or firm of counsel for any settlement of any action or proceeding effected without its written consentsuch indemnified parties. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement which that (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability Losses in respect to of such claim or litigationlitigation or (ii) would impose injunctive relief on such indemnified party. No indemnifying party shall be subject to any Losses for any settlement made without its consent, which consent shall not be unreasonably withheld.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections paragraphs of this Section 3.67, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give prompt written notice to the latter of the commencement of such action or proceedingaction; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections paragraphs of this Section 3.67, except to the extent that the indemnifying party is actually and materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the such indemnified party party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party shall be entitled to assume the defense thereof, jointly for itself, if applicable, together with any other indemnifying indemnified party similarly notified to the extent that it may wishnotified, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselthereof, the indemnifying party shall not be liable to such the indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs thereof; provided, that if (i) any indemnified party shall have reasonably concluded that there may be one or more legal or equitable defenses available to such indemnified party which are additional to or conflict with those available to the indemnifying party, or that such claim or litigation involves or could have an effect upon matters beyond the scope of investigation the indemnity provided hereunder, or (unless ii) such action seeks an injunction or equitable relief against any indemnified party or involves actual or alleged criminal activity, the first proviso in the preceding sentence shall be applicable). No indemnifying party shall be liable not have the right to assume the defense of such action on behalf of such indemnified party without such indemnified party's prior written consent (but, without such consent, shall have the right to participate therein with counsel of its choice) and such indemnifying party shall reimburse such indemnified party and any Person controlling such indemnified party for any settlement that portion of the fees and expenses of any action or proceeding effected without its written consentcounsel retained by the indemnified party which is reasonably related to the matters covered by the indemnity provided hereunder. No The indemnifying party shallshall not, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement which that (i) does not include as an contain a full and unconditional term thereof release of the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such concerning any claim or litigation; (ii) includes a statement about or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party; or (iii) commits any indemnified party to take, or hold back from taking, any action.

Notices of Claims, Etc. Promptly after receipt by an indemnified ---------------------- party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections paragraphs of this Section 3.63.7, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying partyparty hereunder, give written notice to the latter of the commencement of such action or proceeding; providedaction, however, provided that the failure of any indemnified party -------- to give notice as provided herein therein shall not relieve the indemnifying party of its obligations under the preceding subsections paragraphs of this Section 3.6, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.63.7. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall will be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselthereof, the indemnifying party shall will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof thereof, provided that if -------- such indemnified party and the indemnifying party reasonably determine, based upon advice of their respective independent counsel, that a conflict of interest may exist between the indemnified party and the indemnifying party with respect to such action and that it is advisable for such indemnified party to be represented by separate counsel, such indemnified party may retain other than counsel, reasonably satisfactory to the indemnifying party, to represent such indemnified party, and the indemnifying party shall pay all reasonable costs fees and expenses of investigation (unless the first proviso in the preceding sentence shall be applicable)such counsel. No indemnifying party shall be liable for any settlement party, in the defense of any action such claim or proceeding effected without its written consent. No indemnifying party litigation, shall, without except with the consent of the such indemnified party, which consent shall not be unreasonably withheld, 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 of a release from all liability in respect to such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an ---------------------- indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections paragraphs of this Section 3.68, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter indemnifying party of the commencement of such action or proceeding; provided, however, provided that the failure of any -------- ---- indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections paragraphs of this Section 3.68, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall will be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselthereof, the indemnifying party shall will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof except for the reasonable fees and expenses of any counsel retained by such indemnified party to monitor such action or proceeding. Notwithstanding the foregoing, if such indemnified party reasonably determines, based upon advice of independent counsel, that a conflict of interest may exist between the indemnified party and the indemnifying party with respect to such action and that it is advisable for such indemnified party to be represented by separate counsel, such indemnified party may retain other than counsel, reasonably satisfactory to the indemnifying party, to represent such indemnified party, and the indemnifying party shall pay all reasonable costs fees and expenses of investigation (unless the first proviso in the preceding sentence shall be applicable)such counsel. No indemnifying party shall be liable for any settlement party, in the defense of any action such claim or proceeding effected without its written consent. No indemnifying party litigation, shall, without except with the consent of the such indemnified party, which consent shall not be unreasonably withheld, 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 of a release from all liability in respect to of such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections of this Section 3.62.7(a) or (b), such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceedingaction; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections subdivisions of this Section 3.62.7, except to the extent that the indemnifying party is materially actually prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is shall be brought against an any indemnified partyparty and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory satis factory to such indemnified party; provided, however, that if any indemnified party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the defendants foregoing, in any action or proceeding in which both the Company and an indemnified party is, or is reasonably likely to become, a party, such indemnified party shall have the right to employ separate counsel at the Company's expense and to control its own defense of such action or proceeding include both the indemnified party and the indemnifying party and if if, in the reasonable opinion of outside counsel to the such indemnified party party, (a) there are or may be legal defenses available to such indemnified party and/or or to other indemnified parties which that are different from or in addition additional to those available to the indemnifying party, Company or (b) any conflict or potential conflict exists between the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of Company and such indemnified party or parties, that would make such separate representation advisable; provided, furtherhowever, that in no event shall the indemnifying party shall Company be obligated required to pay fees and expenses under this Section 2.7 for only more than one counsel for all indemnified parties. After notice from the indemnifying party to such indemnified party firm of its election so to assume the defense thereof and approval by the indemnified party attorneys in any jurisdiction in any one legal action or group of such counsel, the indemnifying party shall not be liable to such indemnified party for any related legal expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation (unless the first proviso in the preceding sentence shall be applicable)actions. No indemnifying party shall be liable for any settlement settle ment of any action or proceeding effected without its written consent, which consent shall not be unreasonably withheld. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement which that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigationlitigation or which requires action other than the payment of money by the indemnifying party.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections paragraphs of this Section 3.63.5, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying partyparty hereunder, give prompt written notice to the latter of the commencement of such action or proceeding; providedaction, however, provided that the failure of any indemnified party to give notice as provided herein therein shall not relieve the indemnifying party of its obligations under the preceding subsections paragraphs of this Section 3.6, except 3.5 unless the failure to provide prompt written notice shall cause actual prejudice to the extent that the indemnifying party is materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6party. In case any such action or proceeding is brought against an indemnified partyparty and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled have the right to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with retain counsel reasonably satisfactory to such indemnified party; provided, however, that if party to defend against such proceeding and shall pay the defendants in reasonable fees and disbursements of such counsel related to such proceeding. In any such action or proceeding include both the proceeding, any indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel and the payment of such fees by the indemnifying party or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or (iii) the indemnifying party has not retained counsel to defend such action or proceeding on behalf proceeding, in which case (under any of such indemnified party clauses (i), (ii) or parties, provided, further, (iii)) it is understood that (x) the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be obligated to pay liable for only the reasonable fees and expenses of more than one counsel separate firm for all such indemnified partiesparties and (y) such firm shall be designated in writing by the Holders of a majority of the Registrable Securities included in such Registration Statement in the case of parties indemnified pursuant to Section 3.5(a) and by the Company in the case of parties indemnified pursuant to Section 3.5(b). After notice All fees and expenses that an indemnified party is entitled to receive from the an indemnifying party to under this Section 3.5 shall be reimbursed as they are incurred, provided that each such indemnified party of its election so shall promptly repay such fees and expenses if it is finally judicially determined that such indemnified party is not entitled to assume indemnification hereunder. No indemnifying party, in the defense thereof and approval by of any such claim or litigation, shall, except with the indemnified party consent of such counselindemnified party, the indemnifying party which consent shall not be liable to such indemnified party for any legal expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation (unless the first proviso in the preceding sentence shall be applicable). No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent. No indemnifying party shall, without the consent of the indemnified partyunreasonably withheld, consent to entry of any judgment or enter into any settlement of any pending or threatened action in respect of which does not include any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections paragraphs of this Section 3.62.7, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying partyparty hereunder, give prompt written notice to the latter of the commencement of such action or proceeding; providedaction, however, provided that the failure of any indemnified party to give notice as provided herein therein shall not relieve the indemnifying party of its obligations under the preceding subsections paragraphs of this Section 3.6, except 2.7 unless the failure to provide prompt written notice shall cause actual prejudice to the extent that the indemnifying party is materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6party. In case any such action or proceeding is brought against an indemnified partyparty and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled have the right to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with retain counsel reasonably satisfactory to such indemnified party; provided, however, that if party to defend against such proceeding and shall pay the defendants in reasonable fees and disbursements of such counsel related to such proceeding. In any such action or proceeding include both the proceeding, any indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel and the payment of such fees by the indemnifying party or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or (iii) the indemnifying party has not retained counsel to defend such action or proceeding on behalf proceeding, in which case (under any of such indemnified party clauses (i), (ii) or parties, provided, further, (iii)) it is understood that (x) the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be obligated to pay liable for only the reasonable fees and expenses of more than one counsel separate firm for all such indemnified partiesparties and (y) such firm shall be designated in writing by the Holders of a majority of the Registrable Securities included in such Registration Statement in the case of parties indemnified pursuant to Section 2.7(a) and by the Corporation in the case of parties indemnified pursuant to Section 2.7(b). After notice All fees and expenses that an indemnified party is entitled to receive from the an indemnifying party to under this Section 2.7 shall be reimbursed as they are incurred, provided that each such indemnified party of its election so shall promptly repay such fees and expenses if it is finally judicially determined that such indemnified party is not entitled to assume indemnification hereunder. No indemnifying party, in the defense thereof and approval by of any such claim or litigation, shall, except with the indemnified party consent of such counselindemnified party, the indemnifying party which consent shall not be liable to such indemnified party for any legal expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation (unless the first proviso in the preceding sentence shall be applicable). No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent. No indemnifying party shall, without the consent of the indemnified partyunreasonably withheld, consent to entry of any judgment or enter into any settlement of any pending or threatened action in respect of which does not include any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding involving with respect to which a claim referred for indemnification may be made pursuant to in the preceding subsections of this Section 3.66, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceedingaction; provided, however, that the failure of any the indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections subdivisions of this Section 3.66, except to the extent that the indemnifying party is materially actually prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall will be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselthereof, the indemnifying party shall will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation investigation, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim (unless in which event such indemnified party and any other indemnified party to which such conflict of interest applies shall be reimbursed for the first proviso reasonable expenses incurred in connection with retaining one separate legal counsel for all such indemnified parties in connection with any one such action or separate but substantially similar or related actions in the preceding sentence shall be applicablesame jurisdiction arising out of the same general allegations or circumstances). No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent. No indemnifying party shallwill, without the prior written consent of the indemnified partyparty (which consent shall not be unreasonably withheld), consent to entry of any judgment or enter into any settlement which does not include in respect of any such indemnifiable claim, unless any such judgment or settlement includes as an unconditional term thereof thereof, the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections of this Section 3.62.5, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section 3.62.5, except to the extent that the indemnifying party is materially actually prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.62.5. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel and one local counsel for all indemnified parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation (unless the first proviso in the preceding sentence shall be applicable). No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent. No indemnifying party shall, without the consent of the indemnified partyparty (which consent shall not be unreasonably withheld or delayed), 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 of a release from all liability in respect to of such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under Section 6(a) or 6(b) hereof of written notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections of this Section 3.6action, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, give written notice party pursuant to the latter indemnification provisions of or contemplated by this Section 6, notify such indemnifying party in writing of the commencement of such action or proceedingaction; provided, however, that but the failure of any indemnified omission so to notify the indemnifying party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section 3.6, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party it from any liability which it may have to the any indemnified party otherwise than under this the indemnification provisions of or contemplated by Section 3.66(a) or 6(b) hereof. In case any such action or proceeding is shall be brought against any indemnified party and it shall notify an indemnified partyindemnifying party of the commencement thereof, the such indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereofextent that it shall wish, jointly with any other indemnifying party similarly notified notified, to assume the extent that it may wishdefense thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, that if such indemnified party shall have the defendants right to employ its own counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party, unless: (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party; (ii) the indemnifying party has failed promptly to assume the defense and employ counsel reasonably satisfactory to the indemnified party; or proceeding (iii) the named parties to any such action (including any impleaded parties) include both the such indemnified party and the indemnifying party or any affiliate of the indemnifying party, and if in the opinion of outside counsel to the such indemnified party shall have reasonably concluded that either (x) there may be one or more legal defenses available to such indemnified party and/or other indemnified parties it which are different from or in addition additional to those available to the indemnifying party, the indemnified party or parties shall have such affiliate of the right to select separate counsel to defend such action indemnifying party or proceeding on behalf of (y) a conflict may exist between such indemnified party and the indemnifying party or partiessuch affiliate of the indemnifying party (it being understood, provided, furtherhowever, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be obligated liable for the fees and expenses of more than one separate firm of attorneys (in addition to pay for only one counsel a single firm of local counsel) for all such indemnified parties, which firm shall be designated in writing by the indemnified parties and that all such reasonable fees and expenses shall be reimbursed as they are incurred). After Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of thereof, such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by the latter such indemnified party, in connection with the defense thereof other than reasonable costs of investigation (unless the first indemnified party shall have employed separate counsel in accordance with the proviso to the next preceding sentence, in which case the preceding sentence reasonable fees and expenses of counsel shall be applicable). No at the expense of the indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consentparty. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or enter into any settlement threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an unconditional term thereof the giving admission of fault, culpability or a failure to act by the claimant or plaintiff to such on behalf of any indemnified party of a release from all liability in respect to such claim or litigationparty.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under this Section 4.5 of notice of any claim or the commencement of any action or proceeding involving a claim referred to in action, the preceding subsections of this Section 3.6, such indemnified party willshall, if a claim in respect thereof is to be made against an the indemnifying partyparty under this Section 4.5, give written notice to notify the latter indemnifying party in writing of the claim or the commencement of such action or proceedingaction; provided, however, that the failure of any indemnified to notify the indemnifying party to give notice as provided herein shall not relieve the indemnifying party it of its obligations any liability that it may have under the preceding subsections of this Section 3.64.5, except to the extent that unless the indemnifying party is materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6delay or failure. In case If any such claim or action or proceeding is shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and extent that it wishes, jointly with any other similarly notified indemnifying parties may exist in respect of such claimparty, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After notice from the indemnifying party to such the indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselclaim or action, the indemnifying party shall not be liable to such the indemnified party under this Section 4.5 for any legal or other expenses subsequently incurred by the latter indemnified party in connection with the defense thereof other than reasonable costs of investigation investigation; provided, however, that the indemnified party shall have the right to employ counsel to represent jointly the indemnified party and its respective directors, employees, officers and controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the indemnified party against the indemnifying party under this Section 4.5 if (unless i) employment of such counsel has been authorized in writing by the first proviso in the preceding sentence shall be applicable). No indemnifying party, or (ii) such indemnifying party shall not have employed counsel to have charge of the defense of such proceeding within thirty (30) days of the receipt of notice thereof, or (iii) such indemnified party shall have reasonably concluded, based upon written advice of such indemnified party’s counsel, that the representation of such indemnified party and those directors, employees, officers and controlling persons by the same counsel representing the indemnifying party would be inappropriate under applicable standards of professional conduct due to actual or potential differing interests between them or where there may be one or more defenses available to them that are different from or in conflict with those available to the indemnifying party, and in any such event ((i), (ii) or (iii)) the fees and expenses of such separate counsel shall be paid by the indemnifying party as incurred. It is understood that the indemnifying party shall not be liable for the fees and expenses of more than one separate firm (in addition to local counsel in each jurisdiction) for all indemnified parties in connection with any settlement of any action proceeding or proceeding effected without its written consentrelated proceedings. No indemnifying party shall, without the prior written consent of the indemnified partyparties (which shall not be unreasonably withheld, conditioned or delayed), effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened claim, investigation, action or proceeding in respect of which indemnity or contribution may be or could have been sought hereunder (whether or not the indemnified party or parties are actual or potential parties thereto) unless (1) such settlement, compromise or judgment (x) includes an unconditional release of such indemnified party from all liability arising out of such claim, action, suit or enter into any settlement which proceeding and (y) does not include a statement as to or an unconditional term thereof admission of fault, culpability or failure to act by or on behalf of any indemnified party, and (2) the giving by the claimant or plaintiff to such indemnified indemnifying party of a release from all liability confirms in writing its indemnification obligations hereunder with respect to such claim settlement, compromise or litigationjudgment.

Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding involving with respect to which a claim referred for indemnification may be made pursuant to in the preceding subsections of this Section 3.68, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceedingaction; providedPROVIDED, howeverHOWEVER, that the failure of any the indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section 3.68, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall will be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselthereof, the indemnifying party shall will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation investigation; PROVIDED, HOWEVER, that the indemnified party shall have the right, at the sole cost and expense of the indemnifying party, to employ counsel to represent the indemnified party and its respective controlling persons, directors, officers, employees or agents who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the indemnified party against such indemnifying party under this Section 8 if (unless i) the first proviso employment of such counsel shall have been authorized in writing by such indemnifying party in connection with the preceding sentence defense of such action, (ii) the indemnifying party shall not have promptly employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action or counsel, or (iii) any indemnified party shall have reasonably concluded that there may be applicabledefenses available to such indemnified party or its respective controlling persons, directors, officers, employees or agents which are in conflict with or in addition to those available to an indemnifying party; PROVIDED, FURTHER, that the indemnifying party shall not be obligated to pay for more than the expenses of one firm of separate counsel for the indemnified party (in addition to the reasonable fees and expenses of one firm serving as local counsel). No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent. No indemnifying party shall, without the consent of the indemnified party, will consent to entry of any judgment or enter into any settlement which that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by a party to be indemnified pursuant to the provisions of Section 5(a) or 5(b) (an "indemnified party party") of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections subject matter of this Section 3.6the foregoing indemnity provisions, such indemnified party will, if a claim in respect thereof is to be made against an the indemnifying party, give written notice party pursuant to the latter provisions of the commencement of such action Section 5(a) or proceeding; provided5(b), however, that the failure of any indemnified party to give notice as provided herein shall not relieve notify the indemnifying party of its obligations under the preceding subsections of this Section 3.6commencement thereof, except but the omission to the extent that so notify the indemnifying party is materially prejudiced by such failure will not relieve it from any liability which it may have to give notice, an indemnified party otherwise than under this Section and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6unless, and to the extent, such indemnifying party is prejudiced by such omission. In case any such action or proceeding is brought against an any indemnified partyparty and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled have the right to participate therein in, and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties extent that it may exist in respect of such claim, to assume the defense thereofwish, jointly with any other indemnifying party similarly notified notified, to assume the extent that it may wishdefense thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, that if and after the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselthereof, the indemnifying party shall will not be liable to such indemnified party pursuant to the provisions of this Section 5(a) and 5(b) for any legal expenses expense subsequently incurred by the latter such indemnified party in connection with the defense thereof other than reasonable costs of investigation (unless investigation; provided that, if the first proviso defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it that are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified party shall have the right to select a separate counsel and to assume such legal defenses and otherwise to participate in the preceding sentence shall defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be applicable)reimbursed by the indemnifying party as incurred. No indemnifying party shall be liable to an indemnified party for any settlement of any action or proceeding effected claim without the consent of the indemnifying party and no indemnifying party may unreasonably withhold its written consentconsent to any such settlement. No indemnifying party shallwill, without except with the consent of the 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 of a release from all liability and equitable claims in respect to such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections of this Section 3.62.7(a) or (b), such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceedingaction; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections subdivisions of this Section 3.6Sec tion 2.7, except to the extent that the indemnifying party is actually and materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is shall be brought against an any indemnified partyparty and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, that if any indemnified party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the defendants foregoing, in any action or proceeding in which both the Company and an indemnified party is, or is reasonably likely to become, a party, such indemnified party shall have the right to employ separate counsel at the Company's expense and to control its own defense of such action or proceeding include both the indemnified party and the indemnifying party and if if, in the reasonable opinion of outside counsel to the such indemnified party party, (a) there are or may be legal defenses available to such indemnified party and/or or to other indemnified parties which that are different from or in addition additional to those available to the indemnifying party, Company or (b) any conflict or potential conflict exists between the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of Company and such indemnified party or parties, that would make such separate representation advisable; provided, furtherhowever, that in no event shall the indemnifying party shall Company be obligated required to pay fees and expenses under this Section 2.7 for only more than one counsel for all indemnified parties. After notice from the indemnifying party to such indemnified party firm of its election so to assume the defense thereof and approval by attorneys representing the indemnified party parties (together, if appropriate, with one firm of such counsel, the indemnifying party shall not be liable to such indemnified party for local counsel per jurisdiction) in any one legal expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs action or group of investigation (unless the first proviso in the preceding sentence shall be applicable)related legal actions. No indemnifying party shall be liable for any settlement settle ment of any action or proceeding effected without its written consent, which consent shall not be unreasonably withheld. No indemnifying party shall, without the consent of the indemnified party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional a term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigationlitigation or which requires action other than the payment of money by the indemnifying party.

Notices of Claims, Etc. Promptly after receipt by an ---------------------- indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections subdivisions of this Section 3.62.6, ----------- such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceedingaction; provided, however, that the failure of any indemnified party to -------- ------- give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections subdivisions of this Section 3.62.6, except to the ----------- extent that the indemnifying party is materially actually prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein in and, unless in the opinion of outside counsel to the indemnified party has been advised in writing by counsel that a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselthereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation (unless investigation. If, the first proviso indemnified party has been advised in writing by counsel that a conflict of interest may exist between such Person and the preceding sentence indemnifying party with respect to such claim, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person if such Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party. An indemnifying party that is not entitled to, or elects not to, assume the defense of a claim will not be applicable)obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim. No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement which that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigationlitigation or that requires action other than the payment of money by the indemnifying party.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of ---------------------- notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections subdivisions of this Section 3.61.4, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceedingaction; provided, however, that the failure of any -------- ------- indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections subdivisions of this Section 3.61.4, except to the extent that the indemnifying party is materially actually prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselthereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation (unless investigation, provided, however, -------- ------- that if the first proviso in indemnified party reasonably believes it is advisable for it to be represented by separate counsel because there exists a conflict of interest between its interests and those of the preceding sentence indemnifying party with respect to such claim, or there exist defenses available to such indemnified party which may not be available to the indemnifying party, or if the indemnifying party shall be applicable)fail to assume responsibility for such defense, the indemnified party may retain counsel satisfactory to it and the indemnifying party shall pay all reasonable fees and expenses of such counsel. No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent. No indemnifying party shall, without the consent of the 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 of a release from all liability in respect to such claim or litigationlitigation or which requires action other than the payment of money by the indemnifying party.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections of this Section 3.62.5(a) or (b), such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceedingaction; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections subdivisions of this Section 3.62.5, except to the extent that the indemnifying party is actually and materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is shall be brought against an any indemnified partyparty and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselthereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs thereof; provided, however, that any indemnified party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action or proceeding in which the Company as well as an indemnified party is, or is reasonably likely to become, a party, such indemnified party shall have the right to employ separate counsel at the expense of investigation (unless the first proviso Company, and to control its own defense of such action or proceeding if, in the preceding sentence shall reasonable opinion of counsel to such indemnified party, (a) there are or may be applicable)any legal defenses available to such indemnified party or to other indemnified parties that are different from or additional to those available to the Company, or (b) any conflict or potential conflict exist between the Company and such indemnified party that would make such separate representation advisable in the opinion of the indemnified party. No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent, which consent shall not be unreasonably withheld. No indemnifying party shall, without the consent of the indemnified party, which consent shall not be unreasonably withheld, 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 of a release from all liability in respect to such claim or litigationlitigation or which requires action other than the payment of money by the indemnifying party or which otherwise adversely affects the indemnified party. No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent, which consent shall not be unreasonably withheld.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under subsection (a) or (b) above of written notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections of this Section 3.6action, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, give written notice party pursuant to the latter indemnification provisions of or contemplated by this Section 5, notify such indemnifying party in writing of the commencement of such action or proceedingaction; provided, however, that but the failure of any indemnified party omission so to give notice as provided herein shall not relieve notify the indemnifying party of its obligations under the preceding subsections of this Section 3.6, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party it from any liability which it may have to the any indemnified party otherwise than under this Section 3.6only to the extent the indemnifying party is prejudiced thereby. In case any such action or proceeding is shall be brought against any indemnified party and it shall notify an indemnified partyindemnifying party of the commencement thereof, the such indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereofextent that it shall wish, jointly with any other indemnifying party similarly notified notified, to assume the extent that it may wishdefense thereof, with including the employment of counsel reasonably satisfactory to such indemnified party; provided, howeverand, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof thereof, such indemnifying party shall pay the fees and approval by the indemnified party disbursements of such counsel, the indemnifying party counsel and shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party unless (i) the latter indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the defense thereof same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties. Such firm shall be designated in writing by the managing underwriter if the named parties to such proceeding include the managing underwriter and by the Family Stockholders (other than reasonable costs of investigation the 1992 Trust and the 1989 Trust) acting by majority vote (unless the first proviso in which each such Family Stockholder shall have one vote) in the preceding sentence shall be applicable)case of parties indemnified pursuant to paragraph (a) above and by the Company in the case of parties indemnified pursuant to paragraph (b) above. No The indemnifying party shall not be liable for any settlement of any action or proceeding effected without its written consentconsent not to be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party not to be unreasonably withheld, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, consent to entry of any judgment or enter into any unless such settlement which does not include as includes an unconditional term thereof the giving by the claimant or plaintiff to release of such indemnified party of a release from all liability in respect to on claims that are the subject matter of such claim or litigationproceeding.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections of this Section 3.62.7(a) or (b), such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceedingaction; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections subdivisions of this Section 3.62.7, except to the extent that the indemnifying party is actually and materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is shall be brought against an any indemnified partyparty and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, that if any indemnified party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the defendants foregoing, in any action or proceeding in which both the Company and an indemnified party is, or is reasonably likely to become, a party, such indemnified party shall have the right to employ separate counsel at the Company*s expense and to control its own defense of such action or proceeding include both the indemnified party and the indemnifying party and if if, in the opinion of outside counsel to the such indemnified party party, (a) there are or may be legal defenses available to such indemnified party and/or or to other indemnified parties which that are different from or in addition additional to those available to the indemnifying party, Company or (b) any conflict or potential conflict exists between the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of Company and such indemnified party or parties, that would make such separate representation advisable; provided, furtherhowever, that in no event shall the indemnifying party shall Company be obligated required to pay fees and expenses under this Section 2.7 for only more than one counsel for all indemnified parties. After notice from the indemnifying party to such indemnified party firm of its election so to assume the defense thereof and approval by attorneys representing the indemnified party parties (together, if appropriate, with one firm of such counsel, the indemnifying party shall not be liable to such indemnified party for local counsel per jurisdiction) in any one legal expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs action or group of investigation (unless the first proviso in the preceding sentence shall be applicable)related legal actions. No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent, which consent shall not be unreasonably withheld. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested the indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 2.7, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without the indemnifying party*s written consent if (i) such settlement is entered into more than thirty (30) days after receipt by the indemnifying party of the aforesaid request, and (ii) the indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the consent of the indemnified party, which consent shall not be unreasonably withheld, 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 of a release from all liability in respect to such claim or litigationlitigation or which requires action other than the payment of money by the indemnifying party.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections paragraphs of this Section 3.65, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give prompt written notice to the latter of the commencement of such action or proceedingaction; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections paragraphs of this Section 3.65, except to the extent that the indemnifying party is actually and materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the such indemnified party party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party shall be entitled to assume the defense thereof, jointly for itself, if applicable, together with any other indemnifying indemnified party similarly notified to the extent that it may wishnotified, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselthereof, the indemnifying party shall not be liable to such the indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs thereof; provided, that if (i) any indemnified party shall have reasonably concluded that there may be one or more legal or equitable defenses available to such indemnified party which are additional to or conflict with those available to the indemnifying party, or that such claim or litigation involves or could have an effect upon matters beyond the scope of investigation the indemnity provided hereunder, or (unless ii) such action seeks an injunction or equitable relief against any indemnified party or involves actual or alleged criminal activity, the first proviso in the preceding sentence shall be applicable). No indemnifying party shall be liable not have the right to assume the defense of such action on behalf of such indemnified party without such indemnified party's prior written consent (but, without such consent, shall have the right to participate therein with counsel of its choice) and such indemnifying party shall reimburse such indemnified party and any Person controlling such indemnified party for any settlement that portion of the fees and expenses of any action or proceeding effected without its written consentcounsel retained by the indemnified party which is reasonably related to the matters covered by the indemnity provided hereunder. No The indemnifying party shallshall not, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement which that (i) does not include as an contain a full and unconditional term thereof release of the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such concerning any claim or litigation; (ii) includes a statement about or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party; or (iii) commits any indemnified party to take, or hold back from taking, any action.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections subdivisions of this Section 3.61.6, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceedingaction; providedPROVIDED, howeverHOWEVER, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections subdivisions of this Section 3.61.6, except to the extent that the indemnifying party is materially actually prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselthereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation (unless investigation; PROVIDED, HOWEVER, that if the first proviso in indemnified party reasonably believes it is advisable for it to be represented by separate counsel because there exists a conflict of interest between its interests and those of the preceding sentence indemnifying party with respect to such claim, or there exist defenses available to such indemnified party which may not be available to the indemnifying party, or if the indemnifying party shall be applicable)fail to assume responsibility for such defense, the indemnified party may retain counsel satisfactory to it and the indemnifying party shall pay all fees and expenses of such counsel. No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the consent of the 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 of a release from all liability in respect to such claim or litigationlitigation or which requires action other than the payment of money by the indemnifying party. Each indemnified party shall furnish such information regarding itself or the claim in question as an indemnifying party may reasonably request in writing and as shall be reasonably requested in connection with the defense of such claim and litigation resulting therefrom.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections of this Section 3.6, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section 3.6, except to the extent that the indemnifying party is materially actually prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that parties and the indemnifying party shall be obligated to pay for only one the reasonable fees and expenses of such separate counsel for all indemnified partiesor counsels. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation (unless the first proviso in the preceding sentence shall be applicable). No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consentconsent which shall not be unreasonably withheld. No indemnifying party shall, without the consent of the 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 of a release from all liability in respect to such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections of this Section 3.62.7(a) or (b), such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceedingaction; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections subdivisions of this Section 3.62.7, except to the extent that the indemnifying party is actually and materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is shall be brought against an any indemnified partyparty and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, that if any indemnified party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the defendants foregoing, in any action or proceeding in which both the Company and an indemnified party is, or is reasonably likely to become, a party, such indemnified party shall have the right to employ separate counsel at the Company's expense and to control its own defense of such action or proceeding include both the indemnified party and the indemnifying party and if if, in the reasonable opinion of outside counsel to the such indemnified party party, (a) there are or may be legal defenses available to such indemnified party and/or or to other indemnified parties which that are different from or in addition additional to those available to the indemnifying party, Company or (b) any conflict or potential conflict exists between the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of Company and such indemnified party or parties, that would make such separate representation advisable; provided, furtherhowever, that in no event shall the indemnifying party shall Company be obligated required to pay fees and expenses under this Section 2.7 for only more than one counsel for all indemnified parties. After notice from the indemnifying party to such indemnified party firm of its election so to assume the defense thereof and approval by attorneys representing the indemnified party parties (together, if appropriate, with one firm of such counsel, the indemnifying party shall not be liable to such indemnified party for local counsel per jurisdiction) in any one legal expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs action or group of investigation (unless the first proviso in the preceding sentence shall be applicable)related legal actions. No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent, which consent shall not be unreasonably withheld. No indemnifying party shall, without the consent of the indemnified party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional a term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigationlitigation or which requires action other than the payment of money by the indemnifying party.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections subdivisions of this Section 3.6, 5 such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceedingaction; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections subdivisions of this Section 3.65, except to the extent that the indemnifying party is materially actually prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the such indemnified party party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may is reasonably likely to exist in respect of such claimclaim (in which case the indemnified party shall notify in writing the indemnifying party of such indemnified party's judgment and the basis therefor), the indemnifying party shall be entitled to participate in and, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselthereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than unless in such indemnified party's reasonable costs judgment a conflict of investigation (unless interest between such indemnified and indemnifying parties arises in respect of such claim after the first proviso assumption of the defense thereof and the indemnified party notifies the indemnifying party in writing of such indemnified party's judgment and the preceding sentence shall be applicable)basis therefor. No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the written consent of the 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 of a release from all liability in respect to of such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections of this Section 3.63.3(a) or (b), such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter indemnifying party of the commencement of such action or proceeding; providedPROVIDED, howeverHOWEVER, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under Section 3.3(a) or (b), as the preceding subsections of this Section 3.6case may be, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselthereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable out of pocket costs (excluding professional fees) incurred in connection with complying with requests for production, depositions, interrogatories and the like; PROVIDED, HOWEVER, that if the indemnified party reasonably believes it is advisable for it to be represented by separate counsel because it has been advised by counsel that there exists a conflict of investigation interest between its interests and those of the indemnifying party with respect to such claim, or there exist defenses available to such indemnified party which may not be available to the indemnifying party, or if the indemnifying party shall fail to assume responsibility for such defense, the indemnified party may retain counsel satisfactory to it and the indemnifying party shall pay all fees and expenses of such counsel in accordance with Section 3.3(a) or (unless the first proviso in the preceding sentence shall be b) hereof, as applicable). No indemnifying party shall be liable for any settlement of any action or proceeding effected without its prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. No indemnifying party shall, without the consent of the indemnified party, consent to the 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 of a release from all liability in respect to such claim or litigationlitigation or which requires action other than the payment of money by the indemnifying party. No indemnified party shall consent to entry of judgment or enter into any settlement of such action the defense of which has been assumed by an indemnifying party without the consent of such indemnifying party. Each indemnified party shall furnish such information regarding itself or the claim in question as an indemnifying party may reasonably request in writing and as shall be reasonably requested in connection with the defense of such claim and litigation resulting therefrom.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under subsection (a) or (b) above of written notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections of this Section 3.6action, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, give written notice party pursuant to the latter indemnification provisions of or contemplated by this Section 6, notify such indemnifying party in writing of the commencement of such action or proceedingthereof; provided, however, that but the failure of any indemnified so to notify the indemnifying party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section 3.6, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party it from any liability which it may have to the any indemnified party otherwise than under this Section 3.6except to the extent actually prejudiced thereby. In case any such action or proceeding is shall be brought against any indemnified party and it shall notify an indemnified partyindemnifying party of the commencement thereof, the such indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereofextent that it shall wish, jointly with any other indemnifying party similarly notified notified, to assume the extent that it may wishdefense thereof, with counsel reasonably satisfactory to such indemnified party; providedparty (who shall not, however, that if except with the defendants in any such action or proceeding include both consent of the indemnified party and the indemnifying party and if in the opinion of outside party, be counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party), the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or partiesand, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of thereof, such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by the latter such indemnified party, in connection with the defense thereof other than reasonable costs of investigation (unless investigation. Notwithstanding the first proviso foregoing, the indemnified party or parties shall have the right to employ its or their own counsel in any such case, but the preceding sentence fees and expenses of such counsel shall be applicable). No at the expense of such indemnified party or parties unless (i) the employment of such counsel shall have been authorized in writing by the indemnifying parties in connection with the defense of such action, (ii) the indemnifying parties shall not have employed counsel to take charge of the defense of such action within a reasonable time after notice of commencement of the action or (iii) such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them that are different from or additional to those available to one or all of the indemnifying parties (in which case the indemnifying party or parties shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses of counsel shall be borne by the indemnifying parties; provided, that the indemnifying parties shall only be liable for the legal expenses of one counsel (in addition to any settlement of local counsel) for all indemnified parties in each jurisdiction in which any claim or action or proceeding effected without its written consentis brought. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or enter into threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any settlement indemnified party. Contribution. If for any reason the indemnification provisions contemplated by Section 6(a) or Section 6(b) are unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 6(d) were determined by pro rata allocation (even if the holders or any agents or underwriters or all of them were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 6(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages, or liabilities (or actions in respect thereof) referred to above shall be deemed to include as an unconditional term thereof the giving any legal or other fees or expenses reasonably incurred by the claimant or plaintiff to such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of a release this Section 6(d), no holder shall be required to contribute any amount in excess of the amount by which the dollar amount of the proceeds received by such holder from all the sale of any Registrable Securities (after deducting any fees, discounts and commissions applicable thereto) exceeds the amount of any damages which such holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and no underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The holders' and any underwriters' obligations in this Section 6(d) to contribute shall be several in proportion to the principal amount of Registrable Securities registered or underwritten, as the case may be, by them and not joint. Remedy not Exclusive. The obligations of the Issuers under this Section 6 shall be in addition to any liability which the Issuers may otherwise have and shall extend, upon the same terms and conditions, to each officer, director and partner of each holder, agent and underwriter and each person, if any, who controls any holder, agent or underwriter within the meaning of the Securities Act; and the obligations of the Purchasers, the holders and any agents or underwriters contemplated by this Section 6 shall be in respect addition to such claim any liability which the respective Purchaser, holder, agent or litigationunderwriter may otherwise have and shall extend, upon the same terms and conditions, to each officer (including any officer who signed any registration statement), director, employee, representative or agent of the Issuers and to each person, if any, who controls the Issuers within the meaning of the Securities Act.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of or notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections subparagraphs of this Section 3.65, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceedingaction; providedPROVIDED, howeverHOWEVER, that the failure of any indemnified party to give notice as provided herein shall stall not relieve the indemnifying party of its obligations under the preceding subsections subparagraphs of this Section 3.65, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, party the indemnifying indemnified party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter a letter in connection with the defense thereof other than reasonable costs of investigation (unless investigation; provided however, that if the first proviso in indemnified party reasonably believes it is advisable for it to be represented by separate counsel because there exists or may exist a conflict of interest between its interests and those of the preceding sentence indemnifying party with respect to such claim, or there exist defenses available to such indemnified party which may not be available to the indemnifying party, or if the indemnifying party shall be applicable)fail to assume responsibility for such defense, the indemnified party may retain counsel satisfactory to it and the indemnifying party shall pay all fees and expenses of such counsel. No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the consent of the 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 of a release from all liability in respect to such claim or litigationlitigation or which requires action other than the payment of money by the Indemnification party.

Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding involving with respect to which a claim referred for indemnification may be made pursuant to in the preceding subsections of this Section 3.68, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceedingaction; providedPROVIDED, howeverHOWEVER, that the failure of any the indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section 3.68, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall will be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselthereof, the indemnifying party shall will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation investigation; PROVIDED, HOWEVER, that the indemnified party shall have the right, at the sole cost and expense of the indemnifying party, to employ counsel to represent the indemnified party and its respective controlling persons, directors, officers, employees or agents who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the indemnified party against such indemnifying party under this Section 8 if (unless i) the first proviso employment of such counsel shall have been authorized in writing by such indemnifying party in connection with the preceding sentence defense of such action, (ii) the indemnifying party shall not have promptly employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action or counsel, or (iii) any indemnified party shall have reasonably concluded that there may be applicabledefenses available to such indemnified party or its respective controlling persons, directors, officers, employees or agents which are in conflict with or in addition to those available to an indemnifying party; PROVIDED, FURTHER, that the indemnifying party shall not be obligated to pay for more than the expenses of one firm of separate counsel for the indemnified party (in addition to the reasonable fees and expenses of one firm serving as local counsel). No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent. No indemnifying party shall, without the consent of the indemnified party, will 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 of a release from all liability in respect to such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of notice of the commencement of any action which indemnity may be sought pursuant to either subsection (a) or proceeding involving a claim referred to in the preceding subsections of this Section 3.6(b) above, such person (the "indemnified party will, if a claim in respect thereof is to party") shall promptly notify the person against whom such indemnity may be made against an sought (the "indemnifying party, give written notice to the latter of the commencement of such action or proceeding") in writing; provided, however, provided that the failure of any indemnified to notify the indemnifying party to give notice as provided herein shall not relieve the indemnifying party of its obligations it from any liability that it may have under the preceding subsections of this Section 3.6, 5 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; provided, further, that the failure to notify the indemnifying party is materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party it from any liability which that it may have to the any indemnified party otherwise than under this Section 3.65. In case any such action or proceeding is brought against an The indemnifying party, upon request of the indemnified party, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside retain counsel reasonably satisfactory to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and if in the opinion of outside counsel to the indemnified party shall have mutually agreed to the retention of such counsel, (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicting interests between them or (iii) the indemnified party shall have reasonably concluded that there may be legal defenses available to such indemnified party and/or other indemnified parties which it that are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, . It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be obligated liable for the fees and expenses of more than one separate firm (in addition to pay for only one counsel any applicable local counsel) for all indemnified parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof parties and approval that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by the Indemnified Person, in the case of parties indemnified party pursuant to paragraph (a) above, and by the Company, in the case of such counsel, the parties indemnified pursuant to paragraph (b) above. The indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation (unless the first proviso in the preceding sentence shall be applicable). No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, consent to entry effect any settlement of any judgment pending or enter into threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement which includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and does not include any statement as an unconditional term thereof the giving to or any admission of fault, culpability or a failure to act by the claimant or plaintiff to such on behalf of any indemnified party of a release from all liability in respect to such claim or litigationparty.

Notices of Claims, Etc. Promptly As soon as possible after the receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding involving with respect to which a claim referred for indemnification may be made pursuant to in the preceding subsections of this Section 3.65.06, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceedingaction; provided, however, that the failure of any indemnified party to give such notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section 3.65.06, except to the extent that the indemnifying party is materially actually prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6failure. In case If any such claim or action or proceeding is shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties extent that it may exist in respect of such claim, to assume the defense thereofwish, jointly with any other indemnifying party similarly notified notified, to assume the extent that it may wishdefense thereof, with counsel reasonably satisfactory to such indemnified party; providedparty (who shall not, however, that if except with the defendants in any such action or proceeding include both consent of the indemnified party and the indemnifying party and if in the opinion of outside party, be counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party), the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselthereof, the indemnifying party shall will not be liable to such indemnified party under this Section 5.06 for any legal fees or other expenses subsequently incurred by the latter such indemnified party in connection with the defense thereof other than reasonable costs of investigation (unless investigation. In any such proceeding, an indemnified party shall have the first proviso in right to retain its own counsel, but the preceding sentence reasonable fees and expenses of such counsel shall be applicable)at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (ii) the indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (iii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them based on the advice of such counsel. No In the event that the indemnifying party fails to elect to assume the defense of such claim or action, the Registered Stockholder and its respective officers, directors and controlling persons or the Company and its officers, directors and controlling person, as the case may be, shall have the right to employ one counsel (together with appropriate local counsel) to represent such indemnified parties and, in that event, the reasonable fees and expenses of such separate counsel shall be paid by the indemnifying party. The indemnifying party shall not be liable for any settlement of any action or proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the consent of the indemnified party, will consent to entry of any judgment or enter into any settlement which that does not include as an unconditional a term thereof the giving by the claimant or plaintiff to such indemnified party of a an unconditional release from all liability in respect to of such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under Section 6(a) or Section 6(b) above of written notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections of this Section 3.6action, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, give written notice party pursuant to the latter indemnification provisions of or contemplated by this Section 6, notify such indemnifying party in writing of the commencement of such action or proceedingaction; provided, however, that but the failure of any indemnified omission so to notify the indemnifying party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section 3.6, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party it from any liability which it may have to the any indemnified party otherwise than under this the indemnification provisions of or contemplated by Section 3.66(a) or Section 6(b) except to the extent it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure. In case any such action or proceeding is shall be brought against any indemnified party and it shall notify an indemnified partyindemnifying party of the commencement thereof, the such indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereofextent that it shall wish, jointly with any other indemnifying party similarly notified notified, to assume the extent that it may wishdefense thereof, with counsel reasonably satisfactory to such indemnified party; , provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to shall have been advised by its counsel that representation of such indemnified party and/or other indemnified parties which are different from or in addition to those available to and the indemnifying partyparty by the same counsel would be inappropriate (whether or not such representation by the same counsel has been proposed) under applicable standards of professional conduct due to actual or potential differing interests or defenses between them, the indemnified party or parties shall have the right to select separate counsel to defend or participate in the defense of such action or proceeding on behalf of such indemnified party or parties, providedand, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of thereof, such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by the latter such indemnified party in connection with the defense thereof other than reasonable costs of investigation (unless the first proviso indemnified party shall have employed separate counsel in accordance with the preceding sentence shall be applicable). No proviso (it being understood, however, that the indemnifying party shall not be liable for any settlement the expenses of any action more than one separate counsel, representing the indemnified parties under Section 6(a) who are parties to such action, unless the indemnified parties shall have been advised in writing by its counsel that representation of such indemnified parties by the same counsel would be inappropriate (whether or proceeding effected without its written consentnot such representation by the same counsel has been proposed) under applicable standards of professional conduct due to actual or potential differing interests or defenses between them). No indemnifying party shall, without the prior written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or enter into any settlement threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to, or an unconditional term thereof the giving admission of, fault, culpability or a failure to act by the claimant or plaintiff to such on behalf of any indemnified party of a release from all liability in respect to such claim or litigationparty.

Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding involving with respect to which a claim referred for indemnification may be made pursuant to in the preceding subsections of this Section 3.68, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceedingaction; provided, however, that the failure of any the indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section 3.68, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall will be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselthereof, the indemnifying party shall will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation investigation; provided, however, that the indemnified party shall have the right to employ counsel to represent the indemnified party and its respective controlling persons, directors, officers, general or limited partners, employees or agents who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the indemnified party against such indemnifying party under this Section 8 if: (unless i) the first proviso employment of such counsel shall have been authorized in writing by such indemnifying party in connection with the preceding sentence defense of such action; (ii) the indemnifying party shall not have within a reasonable time employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action or counsel; or (iii) any indemnified party shall have reasonably concluded based upon written advice of counsel that there may be applicabledefenses available to such indemnified party or its respective controlling persons, directors, officers, employees or agents which are in conflict with those available to an indemnifying party; provided, however, that the indemnifying party shall not be obligated to pay for more than the expenses of one firm of separate counsel for the indemnified party (in addition to the reasonable fees and expenses of one firm serving as local counsel). No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent. No indemnifying party shall, without the consent of the indemnified party, will 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 of a release from all liability in respect to such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections of this Section 3.62.7(a) or (b), such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceedingaction; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections subdivisions of this Section 3.62.7, except to the extent that the indemnifying party is actually and materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is shall be brought against an any indemnified partyparty and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, that if any indemnified party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the defendants foregoing, in any action or proceeding in which both the Company and an indemnified party is, or is reasonably likely to become, a party, such indemnified party shall have the right to employ separate counsel at the Company's expense and to control its own defense of such action or proceeding include both the indemnified party and the indemnifying party and if if, in the opinion of outside counsel to the such indemnified party party, (a) there are or may be legal defenses available to such indemnified party and/or or to other indemnified parties which that are different from or in addition additional to those available to the indemnifying party, Company or (b) any conflict or potential conflict exists between the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of Company and such indemnified party or parties, that would make such separate representation advisable; provided, furtherhowever, that in no event shall the indemnifying party shall Company be obligated required to pay fees and expenses under this Section 2.7 for only more than one counsel for all indemnified parties. After notice from the indemnifying party to such indemnified party firm of its election so to assume the defense thereof and approval by attorneys representing the indemnified party parties (together, if appropriate, with one firm of such counsel, the indemnifying party shall not be liable to such indemnified party for local counsel per jurisdiction) in any one legal expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs action or group of investigation (unless the first proviso in the preceding sentence shall be applicable)related legal actions. No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent, which consent shall not be unreasonably withheld. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested the indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 2.7, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without the indemnifying party's written consent if (i) such settlement is entered into more than thirty (30) days after receipt by the indemnifying party of the aforesaid request, and (ii) the indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the consent of the indemnified party, which consent shall not be unreasonably withheld, 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 of a release from all liability in respect to such claim or litigationlitigation or which requires action other than the payment of money by the indemnifying party.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections of this Section 3.62.5, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section 3.62.5, except to the extent that the indemnifying party is materially actually prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.62.5. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in the opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that parties and the indemnifying party shall be obligated to pay for only the fees and expenses of one separate outside counsel for all indemnified parties(in addition to any local counsel). After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation (unless the first proviso in the preceding sentence shall be applicable). No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent. No indemnifying party shall, without the consent of the 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 of a release from all liability in respect to such claim or litigation.