Common use of Notification and Defense of Claims Clause in Contracts

Notification and Defense of Claims. Promptly after receipt by the Indemnitee of notice of the commencement of any action, suit or proceeding as to which the Indemnitee may reasonably be expected to seek indemnification or advancement of expenses under this Agreement, the Indemnitee shall notify the Company of such event. However, the failure by the Indemnitee to timely notify the Company of any action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred in Section 3 for which Indemnitee seeks or may seek indemnification or advancement of expenses under this Agreement, shall not relieve the Company from any liability hereunder unless, and only to the extent that, the Company did not otherwise learn of such action, suit, proceeding or claim and such failure results in forfeiture by the Company of substantial defenses, rights or insurance coverage. The Company shall be entitled to participate in the defense of any action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred to in Section 3 for which Indemnitee seeks or may seek indemnification or advancement of expenses under this Agreement or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such action, suit, proceeding or claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him that are different from or in addition to those available to the Company, or (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular action, suit, proceeding or claim) at the Company's expense. The Company shall not be liable to Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any threatened or pending action, suit, proceeding or claim without the Company's prior written consent. If the Company has assumed the defense of an action, suit, proceeding or claim as provided in this Section 6(b), the Company may defend or settle the action, suit, proceeding or claim as it deems appropriate; provided, however, that the Company may not settle any action, suit, proceeding or claim, without the prior written consent of the Indemnitee, in a manner that would impose any penalty or limitation on the Indemnitee other than monetary obligations that are indemnifiable by the Company under this Agreement. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

Notification and Defense of Claims. Promptly after receipt by (a) A party entitled to be indemnified pursuant to Section 12.1 or Section 12.2 (the Indemnitee of notice of "Indemnified Party") shall notify the commencement party liable for such indemnification (the "Indemnifying Party") in writing of any action, suit claim or proceeding as to demand which the Indemnitee may reasonably be expected Indemnified Party has determined has given or could give rise to seek a right of indemnification or advancement of expenses under this Agreement, as soon as possible after the Indemnitee Indemnified Party becomes aware of such claim or demand; provided, that the Indemnified Party's failure to give such notice to the Indemnifying Party in a timely fashion shall not result in the loss of the Indemnified Party's rights with respect thereto except to the extent the Indemnified Party is materially prejudiced by the delay. If the Indemnified Party shall notify the Company Indemnifying Party of any claim or demand pursuant to the provisions hereof, and if such event. Howeverclaim or demand relates to a claim or demand asserted by a third party against the Indemnified Party (a "Third Party Claim"), the failure by Indemnifying Party shall have the Indemnitee obligation either (i) to timely notify the Company of pay such claim or demand, or (ii) defend any action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred in Section 3 for which Indemnitee seeks or may seek indemnification or advancement of expenses under this Agreement, shall not relieve the Company from any liability hereunder unless, and only to the extent that, the Company did not otherwise learn of such action, suit, proceeding or claim and such failure results in forfeiture by the Company of substantial defenses, rights or insurance coverage. The Company shall be entitled to participate in the defense of any action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred to in Section 3 for which Indemnitee seeks or may seek indemnification or advancement of expenses under this Agreement or to assume the defense thereof, Third Party Claim with counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee believesIndemnified Party. After the Indemnifying Party has assumed the defense of such Third Party Claim, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such action, suit, proceeding or claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him that are different from or in addition to those available to the Company, or (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular action, suit, proceeding or claim) at the Company's expense. The Company Indemnifying Party shall not be liable to Indemnitee the Indemnified Party under this Agreement or otherwise Section 12 for any amounts paid legal or other expenses subsequently incurred by the Indemnified Party in settlement connection with the defense thereof other than reasonable costs of any threatened or pending actioninvestigation, suitprovided that the Indemnified Party shall have the right to employ counsel, proceeding or claim without at the CompanyIndemnifying Party's prior written consent. If expense, to represent it if (A) in the Company has assumed Indemnified Party's reasonable opinion the Indemnifying Party is not diligently prosecuting the defense of an actionsuch Third Party Claim, suit, proceeding or claim as provided in this Section 6(b), the Company may defend or settle the action, suit, proceeding or claim as it deems appropriate; provided, however, that the Company may not settle any action, suit, proceeding or claim, without the prior written consent of the Indemnitee, in a manner that would impose any penalty or limitation on the Indemnitee (B) such Third Party Claim involves remedies other than monetary obligations damages and such remedies, in the Indemnified Party's reasonable judgment, could have a material adverse effect on such Indemnified Party, (C) the Indemnified Party may have available to it one or more defenses or counterclaims that are indemnifiable inconsistent with one or more defenses or counterclaims that may be alleged by the Company under this AgreementIndemnifying Party, or (D) the Indemnified Party believes in its reasonable discretion that a conflict of interest exists between the Indemnifying Party and the Indemnified Party with respect to such Third-Party Claim or action, and in any such event the reasonable fees and expenses of such separate counsel for the Indemnified Party shall be paid by the Indemnifying Party. Neither The Indemnified Party shall make available to the Company nor Indemnitee shall unreasonably withhold Indemnifying Party or its consent to agents all records and other materials in the Indemnified Party's possession reasonably required by it for its use in contesting any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of IndemniteeThird-Party Claim or demand.

Notification and Defense of Claims. Promptly after receipt by As a condition precedent to Indemnitee’s right to be indemnified, Indemnitee agrees to notify the Indemnitee of notice of the commencement Corporation in writing as soon as reasonably practicable of any actionProceeding for which indemnity will or could be sought by Indemnitee and provide the Corporation with a copy of any summons, suit citation, subpoena, complaint, indictment, information or proceeding as other document relating to such Proceeding with which Indemnitee is served; provided, however, that the failure to give such notice shall not relieve the Corporation of its obligations to Indemnitee may reasonably be expected to seek indemnification or advancement of expenses under this Agreement, except to the Indemnitee shall notify extent, if any, that the Company Corporation is actually and materially prejudiced by the failure to give such notice. With respect to any Proceeding of such event. Howeverwhich the Corporation is so notified, the failure by the Indemnitee to timely notify the Company of any action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred in Section 3 for which Indemnitee seeks or may seek indemnification or advancement of expenses under this Agreement, shall not relieve the Company from any liability hereunder unless, and only to the extent that, the Company did not otherwise learn of such action, suit, proceeding or claim and such failure results in forfeiture by the Company of substantial defenses, rights or insurance coverage. The Company Corporation shall be entitled to participate in the defense of any action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred to in Section 3 for which Indemnitee seeks or may seek indemnification or advancement of expenses under this Agreement or therein at its own expense and/or to assume the defense thereofthereof at its own expense, with legal counsel reasonably satisfactory acceptable to Indemnitee. After notice from the Indemnitee; provided that if Corporation to Indemnitee believesof its election so to assume such defense, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such action, suit, proceeding or claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him that are different from or in addition to those available to the Company, or (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular action, suit, proceeding or claim) at the Company's expense. The Company Corporation shall not be liable to Indemnitee for any legal or other expenses subsequently incurred by Indemnitee in connection with such Proceeding, other than as provided below in this Paragraph 7. Indemnitee shall have the right to employ Indemnitee’s own counsel in connection with such Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of Indemnitee unless (a) the employment of counsel by Indemnitee has been authorized by the Corporation, (b) counsel to Indemnitee shall have reasonably concluded and advised the Corporation in writing that there is a conflict of interest on any significant issue between the Corporation and Indemnitee in the conduct of the defense of such Proceeding, or (c) the Corporation shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses of counsel for Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for Indemnitee shall have reasonably made the conclusion and given the notice provided for in clause (b) above. The Corporation shall not be required to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any threatened or pending action, suit, proceeding or claim Proceeding effected without the Company's prior its written consent. If the Company has assumed the defense of an action, suit, proceeding or claim as provided in this Section 6(b), the Company may defend or settle the action, suit, proceeding or claim as it deems appropriate; provided, however, that the Company may The Corporation shall not settle any action, suit, proceeding or claim, without the prior written consent of the Indemnitee, Proceeding in a any manner that which would impose any penalty or limitation on the Indemnitee other than monetary obligations that are indemnifiable by the Company under this Agreementwithout Indemnitee’s written consent. Neither the Company Corporation nor Indemnitee shall will unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

Notification and Defense of Claims. Promptly after receipt by Any party seeking indemnification or reimbursement for Claims hereunder (the Indemnitee of notice of "Indemnified Party") shall as promptly as practicable notify the commencement of any action, suit or proceeding as to party from which such indemnification is sought (the "Indemnifying Party") upon which the Indemnitee may reasonably be expected Indemnified Party intends to seek base a claim for indemnification or advancement of expenses under this Agreement, the Indemnitee shall notify the Company of such event. However, the failure by the Indemnitee to timely notify the Company of any action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred in Section 3 for which Indemnitee seeks or may seek indemnification or advancement of expenses under this Agreement, shall not relieve the Company from any liability hereunder unless, and only to the extent that, the Company did not otherwise learn of such action, suit, proceeding or claim and such failure results in forfeiture by the Company of substantial defenses, rights or insurance coverage. The Company shall be entitled to participate in the defense of any action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred to in Section 3 for which Indemnitee seeks or may seek indemnification or advancement of expenses under this Agreement or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such action, suit, proceeding or claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him that are different from or in addition to those available to the Company, or (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular action, suit, proceeding or claim) at the Company's expense. The Company shall not be liable to Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any threatened or pending action, suit, proceeding or claim without the Company's prior written consent. If the Company has assumed the defense of an action, suit, proceeding or claim as provided in this Section 6(b), the Company may defend or settle the action, suit, proceeding or claim as it deems appropriatereimbursement hereunder; provided, however, that the Company failure of an Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability under this Agreement to the Indemnified Party with respect to such Claim except to the extent the Indemnifying Party is actually prejudiced or damaged by the failure to receive timely notice. In the event of any claims for indemnification or reimbursement, the Indemnifying Party, at its option, may not settle assume (with legal counsel reasonably acceptable to the Indemnified Party) the defense of any action, suit, proceeding or claim, without demand, lawsuit or other Proceeding brought against the prior written consent Indemnified Party, which claim, demand, lawsuit or other Proceeding may give rise to the indemnity or reimbursement obligation of the IndemniteeIndemnifying Party hereunder, and may assert any defense of any party; provided, however, that the Indemnified Party shall have the right at its own expense to participate jointly with the Indemnifying Party in the defense of any claim, demand, lawsuit or other Proceeding in connection with which the Indemnified Party claims indemnification or reimbursement hereunder. Notwithstanding the right of an Indemnified Party so to participate, the Indemnifying Party shall have the sole right to settle or otherwise dispose of such claim, demand, lawsuit or other Proceeding on such terms as the Indemnifying Party, in a manner that would impose any penalty or limitation on the Indemnitee other than monetary obligations that are indemnifiable by the Company under this Agreement. Neither the Company nor Indemnitee its sole discretion, shall unreasonably withhold its consent deem appropriate with respect to any proposed settlement; issue involved in such claim, demand, lawsuit or other Proceeding as to which (i) the Indemnifying Party shall have acknowledged the obligation to indemnify the Indemnified Party hereunder and the settlement is solely for cash or (ii) the Indemnified Party shall have declined so to participate and, in either case, the Indemnified Party is provided that Indemnitee may withhold consent to any settlement that does not provide a full and complete and unconditional release of IndemniteeClaims.

Notification and Defense of Claims. Promptly after receipt by (a) A party entitled to be indemnified pursuant to Section 11.1 or Section 11.2 (the Indemnitee of notice of "Indemnified Party") shall notify the commencement party liable for such indemnification (the "Indemnifying Party") in writing of any action, suit claim or proceeding as to demand which the Indemnitee may reasonably be expected Indemnified Party has determined has given or could give rise to seek a right of indemnification or advancement of expenses under this Agreement, as soon as possible after the Indemnitee Indemnified Party becomes aware of such claim or demand; provided, that the Indemnified Party's failure to give such notice to the Indemnifying Party in a timely fashion shall not result in the loss of the Indemnified Party's rights with respect thereto except to the extent the Indemnified Party is materially prejudiced by the delay. If the Indemnified Party shall notify the Company Indemnifying Party of any claim or demand pursuant to the provisions hereof, and if such event. Howeverclaim or demand relates to a claim or demand asserted by a third party against the Indemnified Party (a "Third Party Claim"), the failure by Indemnifying Party shall have the Indemnitee obligation either (i) to timely notify the Company of pay such claim or demand, or (ii) defend any action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred in Section 3 for which Indemnitee seeks or may seek indemnification or advancement of expenses under this Agreement, shall not relieve the Company from any liability hereunder unless, and only to the extent that, the Company did not otherwise learn of such action, suit, proceeding or claim and such failure results in forfeiture by the Company of substantial defenses, rights or insurance coverage. The Company shall be entitled to participate in the defense of any action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred to in Section 3 for which Indemnitee seeks or may seek indemnification or advancement of expenses under this Agreement or to assume the defense thereof, Third Party Claim with counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee believesIndemnified Party. After the Indemnifying Party has assumed the defense of such Third Party Claim, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such action, suit, proceeding or claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him that are different from or in addition to those available to the Company, or (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular action, suit, proceeding or claim) at the Company's expense. The Company Indemnifying Party shall not be liable to Indemnitee the Indemnified Party under this Agreement or otherwise Section 11.3 for any amounts paid legal or other expenses subsequently incurred by the Indemnified Party in settlement connection with the defense thereof other than reasonable costs of any threatened or pending actioninvestigation, suitprovided that the Indemnified Party shall have the right to employ counsel, proceeding or claim without at the CompanyIndemnifying Party's prior written consent. If expense, to represent it if (A) in the Company has assumed Indemnified Party's reasonable opinion the Indemnifying Party is not diligently prosecuting the defense of an actionsuch Third Party Claim, suit, proceeding or claim as provided in this Section 6(b), the Company may defend or settle the action, suit, proceeding or claim as it deems appropriate; provided, however, that the Company may not settle any action, suit, proceeding or claim, without the prior written consent of the Indemnitee, in a manner that would impose any penalty or limitation on the Indemnitee (B) such Third Party Claim involves remedies other than monetary obligations damages and such remedies, in the Indemnified Party's reasonable judgment, could have a material adverse effect on such Indemnified Party, (C) the Indemnified Party may have available to it one or more defenses or counterclaims that are indemnifiable inconsistent with one or more defenses or counterclaims that may be alleged by the Company under this AgreementIndemnifying Party, or (D) the Indemnified Party believes in its reasonable discretion that a conflict of interest exists between the Indemnifying Party and the Indemnified Party with respect to such third party claim or action, and in any such event the reasonable fees and expenses of such separate counsel for the Indemnified Party shall be paid by the Indemnifying Party. Neither The Indemnified Party shall make available to the Company nor Indemnitee shall unreasonably withhold Indemnifying Party or its consent to agents all records and other materials in the Indemnified Party's possession reasonably required by it for its use in contesting any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemniteethird party claim or demand.

Notification and Defense of Claims. Promptly after receipt by (a) A party entitled to be indemnified pursuant to Section 12.1 or Section 12.2 (the Indemnitee of notice of "Indemnified Party") shall notify the commencement party liable for such indemnification (the "Indemnifying Party") in writing of any action, suit claim or proceeding as to demand which the Indemnitee may reasonably be expected Indemnified Party has determined has given or could give rise to seek a right of indemnification or advancement of expenses under this Agreement, as soon as possible after 37 the Indemnitee Indemnified Party becomes aware of such claim or demand; provided, that the Indemnified Party's failure to give such notice to the Indemnifying Party in a timely fashion shall not result in the loss of the Indemnified Party's rights with respect thereto except to the extent the Indemnified Party is materially prejudiced by the delay. If the Indemnified Party shall notify the Company Indemnifying Party of any claim or demand pursuant to the provisions hereof, and if such event. Howeverclaim or demand relates to a claim or demand asserted by a third party against the Indemnified Party (a "Third Party Claim"), the failure by Indemnifying Party shall have the Indemnitee obligation either (i) to timely notify the Company of pay such claim or demand, or (ii) defend any action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred in Section 3 for which Indemnitee seeks or may seek indemnification or advancement of expenses under this Agreement, shall not relieve the Company from any liability hereunder unless, and only to the extent that, the Company did not otherwise learn of such action, suit, proceeding or claim and such failure results in forfeiture by the Company of substantial defenses, rights or insurance coverage. The Company shall be entitled to participate in the defense of any action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred to in Section 3 for which Indemnitee seeks or may seek indemnification or advancement of expenses under this Agreement or to assume the defense thereof, Third Party Claim with counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee believesIndemnified Party. After the Indemnifying Party has assumed the defense of such Third Party Claim, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such action, suit, proceeding or claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him that are different from or in addition to those available to the Company, or (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular action, suit, proceeding or claim) at the Company's expense. The Company Indemnifying Party shall not be liable to Indemnitee the Indemnified Party under this Agreement or otherwise Section 12 for any amounts paid legal or other expenses subsequently incurred by the Indemnified Party in settlement connection with the defense thereof other than reasonable costs of any threatened or pending actioninvestigation, suitprovided that the Indemnified Party shall have the right to employ counsel, proceeding or claim without at the CompanyIndemnifying Party's prior written consent. If expense, to represent it if (A) in the Company has assumed Indemnified Party's reasonable opinion the Indemnifying Party is not diligently prosecuting the defense of an actionsuch Third Party Claim, suit, proceeding or claim as provided in this Section 6(b), the Company may defend or settle the action, suit, proceeding or claim as it deems appropriate; provided, however, that the Company may not settle any action, suit, proceeding or claim, without the prior written consent of the Indemnitee, in a manner that would impose any penalty or limitation on the Indemnitee (B) such Third Party Claim involves remedies other than monetary obligations damages and such remedies, in the Indemnified Party's reasonable judgment, could have a material adverse effect on such Indemnified Party, (C) the Indemnified Party may have available to it one or more defenses or counterclaims that are indemnifiable inconsistent with one or more defenses or counterclaims that may be alleged by the Company under this AgreementIndemnifying Party, or (D) the Indemnified Party believes in its reasonable discretion that a conflict of interest exists between the Indemnifying Party and the Indemnified Party with respect to such Third-Party Claim or action, and in any such event the reasonable fees and expenses of such separate counsel for the Indemnified Party shall be paid by the Indemnifying Party. Neither The Indemnified Party shall make available to the Company nor Indemnitee shall unreasonably withhold Indemnifying Party or its consent to agents all records and other materials in the Indemnified Party's possession reasonably required by it for its use in contesting any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of IndemniteeThird-Party Claim or demand.

Notification and Defense of Claims. Promptly after receipt by (a) A party entitled to be indemnified pursuant to Section 12.1 (the Indemnitee of notice of "Indemnified Party") shall notify the commencement party liable for such indemnification (the "Indemnifying Party") in writing of any action, suit claim or proceeding as to demand which the Indemnitee may reasonably be expected Indemnified Party has determined has given or could give rise to seek a right of indemnification or advancement of expenses under this Agreement, as soon as possible after the Indemnitee Indemnified Party becomes aware of such claim or demand; provided, that the Indemnified Party's failure to give such notice to the Indemnifying Party in a timely fashion shall not result in the loss of the Indemnified Party's rights with respect thereto except to the extent the Indemnified Party is materially prejudiced by the delay. If the Indemnified Party shall notify the Company Indemnifying Party of any claim or demand pursuant to the provisions hereof, and if such event. Howeverclaim or demand relates to a claim or demand asserted by a third party against the Indemnified Party (a "Third Party Claim"), the failure by Indemnifying Party shall have the Indemnitee obligation either (i) to timely notify the Company of pay such claim or demand, or (ii) defend any action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred in Section 3 for which Indemnitee seeks or may seek indemnification or advancement of expenses under this Agreement, shall not relieve the Company from any liability hereunder unless, and only to the extent that, the Company did not otherwise learn of such action, suit, proceeding or claim and such failure results in forfeiture by the Company of substantial defenses, rights or insurance coverage. The Company shall be entitled to participate in the defense of any action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred to in Section 3 for which Indemnitee seeks or may seek indemnification or advancement of expenses under this Agreement or to assume the defense thereof, Third Party Claim with counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee believesIndemnified Party. After the Indemnifying Party has assumed the defense of such Third Party Claim, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such action, suit, proceeding or claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him that are different from or in addition to those available to the Company, or (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular action, suit, proceeding or claim) at the Company's expense. The Company Indemnifying Party shall not be liable to Indemnitee the Indemnified Party under this Agreement or otherwise Section 12.2 for any amounts paid legal or other expenses subsequently incurred by the Indemnified Party in settlement connection with the defense thereof other than reasonable costs of any threatened or pending actioninvestigation, suitprovided that the Indemnified Party shall have the right to employ counsel, proceeding or claim without at the CompanyIndemnifying Party's prior written consent. If expense, to represent it if (A) in the Company has assumed Indemnified Party's reasonable opinion the Indemnifying Party is not diligently prosecuting the defense of an actionsuch Third Party Claim, suit, proceeding or claim as provided in this Section 6(b), the Company may defend or settle the action, suit, proceeding or claim as it deems appropriate; provided, however, that the Company may not settle any action, suit, proceeding or claim, without the prior written consent of the Indemnitee, in a manner that would impose any penalty or limitation on the Indemnitee (B) such Third Party Claim involves remedies other than monetary obligations damages and such remedies, in the Indemnified Party's reasonable judgment, could 74 have a material adverse effect on such Indemnified Party, (C) the Indemnified Party may have available to it one or more defenses or counterclaims that are indemnifiable inconsistent with one or more defenses or counterclaims that may be alleged by the Company under this AgreementIndemnifying Party, or (D) the Indemnified Party believes in its reasonable discretion that a conflict of interest exists between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim or action, and in any such event the reasonable fees and expenses of such separate counsel for the Indemnified Party shall be paid by the Indemnifying Party. Neither The Indemnified Party shall make available to the Company nor Indemnitee shall unreasonably withhold Indemnifying Party or its consent to agents all records and other materials in the Indemnified Party's possession reasonably required by it for its use in contesting any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of IndemniteeThird Party Claim or demand.

Notification and Defense of Claims. Promptly after receipt by Any party seeking information or reimbursement for Claims hereunder (the Indemnitee of notice of "Indemnified Party") shall as promptly as practicable notify the commencement of any action, suit or proceeding as to party from which such indemnification is sought (the "Indemnifying Party") upon which the Indemnitee may reasonably be expected Indemnified Party intends to seek base a claim for indemnification or advancement of expenses under this Agreement, the Indemnitee shall notify the Company of such event. However, the failure by the Indemnitee to timely notify the Company of any action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred in Section 3 for which Indemnitee seeks or may seek indemnification or advancement of expenses under this Agreement, shall not relieve the Company from any liability hereunder unless, and only to the extent that, the Company did not otherwise learn of such action, suit, proceeding or claim and such failure results in forfeiture by the Company of substantial defenses, rights or insurance coverage. The Company shall be entitled to participate in the defense of any action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred to in Section 3 for which Indemnitee seeks or may seek indemnification or advancement of expenses under this Agreement or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such action, suit, proceeding or claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him that are different from or in addition to those available to the Company, or (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular action, suit, proceeding or claim) at the Company's expense. The Company shall not be liable to Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any threatened or pending action, suit, proceeding or claim without the Company's prior written consent. If the Company has assumed the defense of an action, suit, proceeding or claim as provided in this Section 6(b), the Company may defend or settle the action, suit, proceeding or claim as it deems appropriatereimbursement hereunder; provided, however, that the Company failure of an Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability under this Agreement to the Indemnified Party with respect to such Claim except to the extent the Indemnifying Party is actually prejudiced or damaged by the failure to receive timely notice. In the event of any claims for indemnification or reimbursement, the Indemnifying Party, at its option, may not settle assume (with legal counsel reasonably acceptable to the Indemnified Party) the defense of any action, suit, proceeding or claim, without demand, lawsuit or other Proceeding brought against the prior written consent Indemnified Party, which claim, demand, lawsuit or other Proceeding may give rise to the indemnity or reimbursement obligation of the IndemniteeIndemnifying Party hereunder, and may assert any defense of any party; provided, however, that the Indemnified Party shall have the right at its own expense to participate jointly with the Indemnifying Party in the defense of any claim, demand, lawsuit or other Proceeding in connection with which the Indemnified Party claims indemnification or reimbursement hereunder. Notwithstanding the right of an Indemnified Party so to participate, the Indemnifying Party shall have the sole right to settle or otherwise dispose of such claim, demand, lawsuit or other Proceeding on such terms as the Indemnifying Party, in a manner that would impose any penalty or limitation on the Indemnitee other than monetary obligations that are indemnifiable by the Company under this Agreement. Neither the Company nor Indemnitee its sole discretion, shall unreasonably withhold its consent deem appropriate with respect to any proposed settlement; issue involved in such claim, demand, lawsuit or other Proceeding as to which (i) the Indemnifying Party shall have acknowledged the obligation to indemnify the Indemnified Party hereunder and -xix- the settlement is solely for cash or (ii) the Indemnified Party shall have declined so to participate and, in either case, the Indemnified Party is provided that Indemnitee may withhold consent to any settlement that does not provide a full and complete and unconditional release of IndemniteeClaims.

Notification and Defense of Claims. Promptly after receipt by the As a condition precedent to Indemnitee’s right to be indemnified, Indemnitee of notice of the commencement of any action, suit or proceeding as agrees to which the Indemnitee may reasonably be expected to seek indemnification or advancement of expenses under this Agreement, the Indemnitee shall notify the Company in writing as soon as reasonably practicable of any Proceeding for which indemnity will or could be sought by Indemnitee and provide the Company with a copy of any summons, citation, subpoena, complaint, indictment, information or other document relating to such event. HoweverProceeding with which Indemnitee is served; provided, however, that the failure by the Indemnitee to timely notify the Company of any action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred in Section 3 for which Indemnitee seeks or may seek indemnification or advancement of expenses under this Agreement, give such notice shall not relieve the Company from any liability hereunder unlessof its obligations to Indemnitee under this Agreement, and only except to the extent thatextent, if any, that the Company is actually and materially prejudiced by the failure to give such notice. With respect to any Proceeding of which the Company is so notified, the Company did not otherwise learn of such action, suit, proceeding or claim and such failure results in forfeiture by the Company of substantial defenses, rights or insurance coverage. The Company shall be entitled to participate in the defense of any action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred to in Section 3 for which Indemnitee seeks or may seek indemnification or advancement of expenses under this Agreement or therein at its own expense and/or to assume the defense thereofthereof at its own expense, with legal counsel reasonably satisfactory acceptable to the Indemnitee; provided that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by . After notice from the Company to represent Indemnitee would present of its election so to assume such counsel with an actual or potential conflictdefense, (b) the named parties in any such action, suit, proceeding or claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him that are different from or in addition to those available to the Company, or (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular action, suit, proceeding or claim) at the Company's expense. The Company shall not be liable to Indemnitee for any legal or other expenses subsequently incurred by Indemnitee in connection with such Proceeding, other than as provided below in this Section 7. I ndemnitee shall have the right to employ Indemnitee’s own counsel in connection with such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless (a) the employment of counsel by Indemnitee has been authorized by the Company, (b) counsel to Indemnitee shall have reasonably concluded and advised the Company in writing that there is a conflict of interest on any significant issue between the Company and Indemnitee in the conduct of the defense of such Proceeding, or (c) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses of counsel for Indemnitee shall be at the expense of the Company, except as otherwise expressly provided by this Agreement. The Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Company or as to which counsel for Indemnitee shall have reasonably made the conclusion and given the notice provided for in clause (b) above. The Company shall not be required to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any threatened or pending action, suit, proceeding or claim Proceeding effected without the Company's prior its written consent. If the The Company has assumed the defense of an action, suit, proceeding or claim as provided in this Section 6(b), the Company may defend or settle the action, suit, proceeding or claim as it deems appropriate; provided, however, that the Company may shall not settle any action, suit, proceeding or claim, without the prior written consent of the Indemnitee, Proceeding in a any manner that which would impose any penalty or limitation on the Indemnitee other than monetary obligations that are indemnifiable by the Company under this Agreementwithout Indemnitee’s written consent. Neither the Company nor Indemnitee shall will unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.