Common use of Notification of Claim Clause in Contracts

Notification of Claim. Each party entitled to indemnification under this Section 10 (the "INDEMNIFIED PARTY") shall give notice to the party required to provide indemnification (the "INDEMNIFYING PARTY") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party's expense; provided, however, that the Indemnified Party (together with all other Indemnified Parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding; and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent, but only to the extent, that the Indemnifying Party's ability to defend against such claim or litigation is impaired as a result of such failure to give notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which 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.

Notification of Claim. Each party entitled to indemnification under this Section 10 8 (the "INDEMNIFIED PARTY"“Indemnified Party”) shall give notice to the party required to provide indemnification (the "INDEMNIFYING PARTY"“Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party's ’s expense; provided, however, that the Indemnified Party (together with all other Indemnified Parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding; and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent, but only to the extent, that the Indemnifying Party's ’s ability to defend against such claim or litigation is impaired as a result of such failure to give notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which 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.

Notification of Claim. Each Upon receipt of notice of any Claim which may give rise to a right of indemnity from the other party entitled to hereto, the party seeking indemnification under this Section 10 (the "INDEMNIFIED PARTY"“Indemnified Party”) shall give written notice thereof to the party required to provide indemnification other party, (the "INDEMNIFYING PARTY"“Indemnifying Party”) promptly with a Claim for indemnity. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefore. Promptly after such a claim is made for which the Indemnified Party has actual knowledge of any claim as to which indemnity may be soughtseeks indemnity, and the Indemnified Party shall permit the Indemnifying Party Party, at its option and expense, to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the complete defense of such claim or litigationClaim, shall be approved by provided that; (i) the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party's expense; provided, however, that the Indemnified Party (together with all other Indemnified Parties that may be represented without conflict by one counsel) shall will have the right to retain one separate counsel, with the fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding; and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent, but only to the extent, that the Indemnifying Party's ability to defend against such claim or litigation is impaired as a result of such failure to give notice. No Indemnifying Party, participate in the defense of any such claim or litigationClaim at its own cost and expense; (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party; and (iii) the Indemnifying Party will, shallprior to making any settlement, notify the Indemnified Party, in writing, of such settlement offer and subsequently consult with the Indemnified Party as to the terms of such settlement. The Indemnified Party shall have the right, at its election, to release and hold harmless the Indemnifying Party from its obligations hereunder with respect to such Claim and assume the complete defense of the same in return for payment by the Indemnifying Party to the Indemnified Party of the amount of the Indemnifying Party’s settlement offer. The Indemnifying Party will not, in defense of any such Claim, except with the consent of each the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include include, as an unconditional term thereof thereof, the giving by the claimant or plaintiff to such the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such claim Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or litigationother reasonable expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will have the sole and exclusive right to settle or otherwise dispose of any of the same without the consent of the Indemnifying Party.

Notification of Claim. Each party entitled A Party seeking indemnification shall: (a) promptly notify (“Claim Notice”) the indemnifying Party as soon as it becomes aware of a claim or suit for which indemnification may be sought pursuant hereto (provided that the failure to indemnification under this Section 10 (give a Claim Notice promptly shall not prejudice the "INDEMNIFIED PARTY") shall give notice rights of an indemnified Party except to the party required extent that the failure to provide indemnification (give such prompt notice materially adversely affects the "INDEMNIFYING PARTY") promptly after such Indemnified Party has actual knowledge ability of any claim as to which indemnity may be sought, and shall permit the Indemnifying indemnifying Party to assume defend the defense of any such claim or any litigation resulting therefrom, provided that counsel for suit); (b) cooperate with the Indemnifying Party, who shall conduct indemnifying Party in the defense of such claim or litigationsuit, at the expense of the indemnifying Party; and (c) if the indemnifying Party confirms in writing to the indemnified Party its intention to defend such claim or suit within ten (10) days after receipt of the Claim Notice, permit the indemnifying Party to control the defense of such claim or suit, including without limitation the right to select defense counsel; provided that if the indemnifying Party fails to (i) provide such confirmation in writing within the ten (10) day period; or (ii) diligently [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. and reasonably defend such suit or claim at any time, its right to defend the claim or suit shall be approved by terminate immediately upon ten (10) days’ written notice to the Indemnified indemnifying Party (whose approval shall not be unreasonably withheld), and the Indemnified indemnified Party may participate in assume the defense of such defense at such party's expense; providedclaim or suit [***]. In no event, however, may the indemnifying Party [***]. Seres shall promptly notify Bacthera in writing if it receives or is notified of a formal written claim from a third party that Seres Information and/or Seres Intellectual Property or that the Indemnified Party use by Bacthera thereof for the provision of the Manufacturing process infringes, misappropriates or violates (together with all as the case may be) any proprietary or Intellectual Property or other Indemnified Parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding; and provided further that the failure rights of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent, but only to the extent, that the Indemnifying Party's ability to defend against such claim or litigation is impaired as a result of such failure to give notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which 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 litigationthird party.

Notification of Claim. Each party entitled to indemnification under this Section 10 SECTION 7 (the "INDEMNIFIED PARTYParty") shall give notice to the party required to provide indemnification (the "INDEMNIFYING PARTY") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party's expense; providedPROVIDED, howeverHOWEVER, that the Indemnified Party (together with all other Indemnified Parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding; and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent, but only to the extent, that the Indemnifying Party's ability to defend against such claim or litigation is impaired as a result of such failure to give notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which 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.

Notification of Claim. Each party entitled to indemnification under this Section 10 (the "INDEMNIFIED PARTY") If any action or claim shall give notice to the party required to provide indemnification (the "INDEMNIFYING PARTY") promptly after such be asserted against an Indemnified Party has actual knowledge in respect of any claim as to which indemnity may be soughtsought from the Corporation pursuant to the provisions hereof, or if any potential claim contemplated by this section shall come to the knowledge of an Indemnified Party, the Indemnified Party shall promptly notify the Corporation in writing of the nature of such action or claim (provided that any failure to so notify shall not affect the Corporation’s liability under this paragraph unless such delay has prejudiced the defense to such claim) and will provide copies of all relevant documentation to the Corporation. The Corporation shall permit the Indemnifying Party be entitled but not obliged to participate in or assume the defense of any such claim or any litigation resulting therefromthereof, provided provided, however that the defense shall be through legal counsel for acceptable to the Indemnifying Indemnified Party, who shall conduct the defense of such claim or litigationacting reasonably. In addition, shall be approved by the Indemnified Party shall also have the right to employ separate counsel in any such action and participate in the defense thereof, and the fees and expense of such counsel shall be paid by the Corporation if (whose approval shall not be unreasonably withheld)i) the employment thereof has been specifically authorized in writing by the Corporation; (ii) the Indemnified Party has been advised by counsel, that representation of the Corporation and the Indemnified Party may participate in such defense at such party's expense; provided, however, that the Indemnified Party (together with all other Indemnified Parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceedingthem; and provided further that or (iii) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent, but only to the extent, that the Indemnifying Party's ability to defend against such claim or litigation is impaired as Corporation has failed within a result reasonable time after receipt of such failure written notice to give notice. No Indemnifying Party, in assume the defense of such action or claim. It is understood and agreed that the Corporation shall not in connection with any suit in the same jurisdiction, be liable for the legal fees and expenses of more than one separate legal firm to represent the Indemnified Parties. Neither party shall effect any settlement of any such action or claim or litigation, shall, except with make any admission of liability without the written consent of each Indemnified Partythe other party, such consent not to entry be unreasonably withheld or delayed. The indemnity hereby provided for shall remain in full force and effect for the period specified in Section o hereof and shall not be limited to or affected by any other indemnity in respect of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving matters specified in this section obtained by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigationany other person.

Notification of Claim. Each The party entitled to indemnification under this Section 10 (the "INDEMNIFIED PARTY") shall give notice to the party required to provide seeking indemnification (the "INDEMNIFYING PARTYIndemnitee") promptly after such Indemnified Party has actual ), upon obtaining knowledge of any claim as to or demand which indemnity may be soughthas given rise to, or could reasonably give rise to, a claim for identification hereunder, shall in writing notify the other party (the "Indemnitor") of such claim, shall provide the Indemnitor with a copy of such claim or other documents received, and shall permit otherwise make available to the Indemnifying Party Indemnitor all relevant information material to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim and within the Indemnitee's possession. Subject to the limitations set forth in Section 11.05, no failure or litigation, shall be approved delay by the Indemnified Party Indemnitee in the performance of the foregoing shall reduce or otherwise affect the obligation of the Indemnitor to indemnify and hold the Indemnitee harmless, except to the extent that such failure or delay shall have adversely affected Indemnitor's ability to defend against, settle or satisfy any liability, loss, damage, expense, claim or demand for which Indemnitee is entitled to indemnification hereunder. If the claim or demand set forth in the notice given by Indemnitee is a claim or demand asserted by a third party, Indemnitor shall have thirty (whose approval shall not 30) days after receipt of such notice to notify Indemnitee in writing of its election to defend, at its sole cost and expense, against such claim, either in its own name or in the name of the Indemnitee, as may be unreasonably withheld)required, and the Indemnified Party may Indemnitee, at its sole cost and expense, shall have the right to participate in such defense defense. If Indemnitor elects to defend such third party claim or demand, the Indemnitor shall have the right to settle any such claim, except where such settlement would have an adverse effect on the Indemnitee in which case the Indemnitor shall have the right to settle any such claim only after obtaining the written consent of Indemnitee thereto. If the Indemnitor elects not to defend such third party claim or demand or does not defend such third party claim or demand in good faith, the Indemnitee may, at such partyIndemnitor's expense, elect to defend such third party claim or demand; provided, however, that the Indemnified Party (together with all other Indemnified Parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding; and provided further that the failure of any Indemnified Party to give notice as provided herein Indemnitee shall not relieve have any obligation to participate in the Indemnifying Party defense of its obligations under this Agreement, except to the extent, but only to the extent, that the Indemnifying Party's ability to or defend against any such third party claim or litigation is impaired as a result demand and Indemnitee's defense of such failure to give notice. No Indemnifying Party, or participation in the defense of any such third party claim or litigation, shall, except with demand shall not in any way diminish or lessen the consent obligations of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof Indemnitor under the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.agreements of

Notification of Claim. Each The party entitled to indemnification under this Section 10 (the "INDEMNIFIED PARTY") shall give notice to the party required to provide seeking indemnification (the "INDEMNIFYING PARTYIndemnitee") promptly after such Indemnified Party has actual ), upon obtaining knowledge of any claim as to or demand which indemnity may be soughthas given rise to, or could reasonably give rise to, a claim for identification hereunder, shall in writing notify the other party (the "Indemnitor") of such claim, shall provide the Indemnitor with a copy of such claim or other documents received, and shall permit otherwise make available to the Indemnifying Party Indemnitor all relevant information material to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim and within the Indemnitee's possession. Subject to the limitations set forth in Section 11.05, no failure or litigation, shall be approved delay by the Indemnified Party Indemnitee in the performance of the foregoing shall reduce or otherwise affect the obligation of the Indemnitor to indemnify and hold the Indemnitee harmless, except to the extent that such failure or delay shall have adversely affected Indemnitor's ability to defend against, settle or satisfy any liability, loss, damage, expense, claim or demand for which Indemnitee is entitled to indemnification hereunder. If the claim or demand set forth in the notice given by Indemnitee is a claim or demand asserted by a third party, Indemnitor shall have thirty (whose approval shall not 30) days after receipt of such notice to notify Indemnitee in writing of its election to defend, at its sole cost and expense, against such claim, either in its own name or in the name of the Indemnitee, as may be unreasonably withheld)required, and the Indemnified Party may Indemnitee, at its sole cost and expense, shall have the right to participate in such defense defense. If Indemnitor elects to defend such third party claim or demand, the Indemnitor shall have the right to settle any such claim, except where such settlement would have an adverse effect on the Indemnitee in which case the Indemnitor shall have the right to settle any such claim only after obtaining the written consent of Indemnitee thereto. If the Indemnitor elects not to defend such third party claim or demand or does not defend such third party claim or demand in good faith, the Indemnitee may, at such partyIndemnitor's expense, elect to defend such third party claim or demand; provided, however, that the Indemnified Party (together with all other Indemnified Parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding; and provided further that the failure of any Indemnified Party to give notice as provided herein Indemnitee shall not relieve have any obligation to participate in the Indemnifying Party defense of its obligations under this Agreement, except to the extent, but only to the extent, that the Indemnifying Party's ability to or defend against any such third party claim or litigation is impaired as a result demand and Indemnitee's defense of such failure to give notice. No Indemnifying Party, or participation in the defense of any such third party claim or litigation, shall, except with demand shall not in any way diminish or lessen the obligations of Indemnitor under the agreements of indemnification set forth herein. The Indemnitor shall have the right to provide a defense under a reservation of rights regarding entitlement to indemnity. The Indemnitee shall not settle or compromise the claim unless (a) it shall first obtain the written consent of each Indemnified Partythe Indemnitor, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof (b) suit shall have been instituted against the giving by Indemnitee and the claimant or plaintiff to such Indemnified Party Indemnitor shall have failed, after the lapse of a release reasonable time (not to exceed 20 days) after written notice to it of such suit, to take action to defend the same, or (c) Indemnitor shall have failed to notify Indemnitee in writing of its intention to contest the claim within twenty (20) days after the above notice from all liability in respect Indemnitee to such claim or litigationIndemnitor.

Notification of Claim. Each party entitled to indemnification under this Section 10 6 (the "INDEMNIFIED PARTY"“Indemnified Party”) shall give notice to the party required to provide indemnification (the "INDEMNIFYING PARTY"“Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party's ’s expense; provided, however, that the Indemnified Party (together with all other Indemnified Parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding; and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent, but only to the extent, that the Indemnifying Party's ’s ability to defend against such claim or litigation is impaired as a result of such failure to give notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which 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.

Notification of Claim. Each party entitled to indemnification under this Section 10 (the "INDEMNIFIED PARTY") shall give notice to the party required to provide indemnification (the "INDEMNIFYING PARTY") promptly after such The Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit promptly notify the Indemnifying Party to assume of the defense existence of any such claim or any litigation resulting therefrom, provided that counsel for Claim to which the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party's expense’s indemnification obligations might apply; provided, however, that the failure to give such notice (other than notice of the commencement of a legal proceeding) shall not adversely affect any right of indemnification under the Agreement. The Indemnifying Party shall be entitled to control the defense of any such legal proceedings, through legal counsel reasonably satisfactory to the Indemnified Party, at the sole expense of the Indemnifying Party, and the Indemnified Party (together shall cooperate and consult with all other the Indemnifying Party in the defense of such Claim and shall have the right, but not the obligation, to participate in the defense at its own expense. If the Indemnifying Party elects not to direct such defense, the Indemnified Parties that may be represented without conflict by one counsel) Party will have the right, at its own discretion, to direct such defense at the Indemnifying Party’s sole expense. The Indemnifying Party shall have the right to retain one separate counselcompromise or settle, with the fees and expenses Indemnified Party’s prior written approval (such approval not to be paid by unreasonably withheld), any claim or litigation regarding which it is required to indemnify. If the Indemnifying Party, if representation of such Indemnified Party by the counsel retained refuses to approve any compromise or settlement recommended by the Indemnifying Party which would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding; and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent, but only to the extent, that the Indemnifying Party's ability to defend against have concluded such claim or litigation is impaired as a result of such but for the Indemnified Party’s failure to give notice. No approval, the Indemnifying Party, in ’s liability to the defense of Indemnified Party hereunder with respect to any such claim or litigation, shall, except with litigation shall not exceed the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement amount which does not include as an unconditional term thereof the giving by the claimant or plaintiff Indemnifying Party would have paid pursuant to such Indemnified Party of a release from all liability in respect to such claim proposed compromise or litigationsettlement.

Notification of Claim. Each Promptly after receipt by an indemnified party entitled to indemnification under this Section 10 (the "INDEMNIFIED PARTY") shall give of notice to the party required to provide indemnification (the "INDEMNIFYING PARTY") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit or the Indemnifying Party to assume the defense commencement of any such action or proceeding, the indemnified party will, if a claim in respect thereof is to be made against the indemnifying party, notify the indemnifying party in writing of the claim or any litigation resulting therefrom, provided the commencement of that counsel for the Indemnifying Party, who shall conduct the defense of such claim action or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party's expenseproceeding; provided, however, that the Indemnified Party failure to notify the indemnifying party will not relieve it from any liability that it may have to the indemnified party except to the extent it was actually damaged or suffered any loss or incurred any additional expense as a result thereof. If any such claim or action or proceeding is brought against an indemnified party, and it notifies the indemnifying party thereof, the indemnifying party will be entitled to assume the defense thereof with counsel selected by the indemnifying party and reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action or proceeding, (together a) the indemnifying party diligently will defend the indemnified party against such claim or action or proceeding, (b) the indemnifying party will not be liable to the indemnified party for any legal or other related expense subsequently incurred by the indemnified party in connection with all the defense thereof other Indemnified Parties than costs of investigation and the indemnified party shall be entitled to participation in such defense at its own expense, (c) the indemnifying party will not be liable for the costs and expenses of any settlement of such claim or action unless such settlement was effected with the written consent of the indemnifying party (which consent shall not unreasonably withhold) or the indemnified party waived any rights to indemnification hereunder in writing, in which case the indemnified party may effect a settlement without such consent, and (d) the indemnified party will be obligated reasonably to cooperate with, and at the sole expense of, the indemnifying party in the investigation of such claim or action or proceeding; provided, however, that the indemnified party may employ its own counsel if (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, of its assumption of the defence of such claim, action or proceeding, (ii) the indemnifying party fails, or ceases, to defend diligently the claim, action or proceeding within 15 days after receiving notice of such failure, or cessation, from such indemnified party; (iii) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be represented without conflict one or more legal defences available to such indemnified party or other indemnified parties which may not be asserted on their behalf by one counselthe indemnifying party; or (iv) the indemnified party shall have been advised by its counsel in writing that, in the right to retain one separate reasonable judgment of such counsel, with it is advisable for such indemnified party to be represented by separate counsel due to the presence of actual or potential conflicts of interest, and in any such event the fees and expenses to of such separate counsel will also be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceedingCompany; and provided further that the failure of any Indemnified Party to give notice as provided herein Company shall not relieve be liable for the Indemnifying Party reasonable fees and expenses of its obligations under this Agreementmore than one separate counsel at any time for the Holders and their related indemnified parties and one separate counsel for the underwriters (or other securities industry professionals described in the last sentence of Section 8.1, except as the case may be) and their related indemnified parties (and, in each case, separate local counsel as reasonably necessary). An indemnifying party shall not, without the prior written consent of the indemnified parties, settle, compromise or consent to the extent, but only to the extent, that the Indemnifying Party's ability to defend against such claim or litigation is impaired as a result of such failure to give notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment with respect to any pending or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant threatened claim, action, suit or plaintiff to such Indemnified Party of a release from all liability proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or litigationaction) unless such settlement, compromise or consent includes a release of such indemnified party reasonably acceptable to such indemnified party from all liability arising out of such claim, action, suit or proceeding or unless the indemnifying party shall confirm in a written agreement reasonably acceptable to such indemnified party, that notwithstanding any federal, state or common law, such settlement, compromise or consent shall not adversely affect the right of any indemnified party to indemnification or contribution as provided in this Agreement.

Notification of Claim. Each party entitled to indemnification under this Section 10 7 (the "INDEMNIFIED PARTYIndemnified Party") shall give notice to the party required to provide indemnification (the "INDEMNIFYING PARTYIndemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party's expense; provided, however, that the Indemnified Party (together with all other Indemnified Parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding; and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent, but only to the extent, that the Indemnifying Party's ability to defend against such claim or litigation is impaired as a result of such failure to give notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which 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.

Notification of Claim. Each party entitled to indemnification under this Section 10 (the "INDEMNIFIED PARTY") If any action or claim shall give notice to the party required to provide indemnification (the "INDEMNIFYING PARTY") promptly after such be asserted against an Indemnified Party has actual knowledge in respect of any claim as to which indemnity may be soughtsought from the Corporation pursuant to the provisions hereof, or if any potential claim contemplated by this section shall come to the knowledge of an Indemnified Party, the Indemnified Party shall promptly notify the Corporation in writing of the nature of such action or claim (provided that any failure to so notify shall not affect the Corporation’s liability under this paragraph unless such delay has prejudiced the defence to such claim) and will provide copies of all relevant documentation to the Corporation. The Corporation shall be entitled but not obliged to participate in or assume the defence thereof, provided, however that the defence shall be through legal counsel acceptable to the Indemnified Party, acting reasonably. In addition, the Indemnified Party shall also have the right to employ separate counsel in any such action and participate in the defence thereof, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense fees and expense of such claim or litigation, counsel shall be approved paid by the Indemnified Party if (whose approval shall not be unreasonably withheld)i) the employment thereof has been specifically authorized in writing by the Corporation; (ii) the Indemnified Party has been advised by counsel, that representation of the Corporation and the Indemnified Party may participate in such defense at such party's expense; provided, however, that the Indemnified Party (together with all other Indemnified Parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between them; or (iii) the Corporation has failed within a reasonable time after receipt of such Indemnified Party written notice to assume the defence of such action or claim. It is understood and any other party represented by such counsel in such proceeding; and provided further agreed that the failure of any Indemnified Party to give notice as provided herein Corporation shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent, but only to the extent, that the Indemnifying Party's ability to defend against such claim or litigation is impaired as a result of such failure to give notice. No Indemnifying Party, in connection with any suit in the defense same jurisdiction, be liable for the legal fees and expenses of more than one separate legal firm to represent the Indemnified Parties. Neither party shall effect any settlement of any such action or claim or litigation, shall, except with make any admission of liability without the written consent of each Indemnified Partythe other party, such consent not to entry be unreasonably withheld or delayed. The indemnity hereby provided for shall remain in full force and effect for the period specified in Section o hereof and shall not be limited to or affected by any other indemnity in respect of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving matters specified in this section obtained by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigationany other person.

Notification of Claim. Each party entitled to indemnification under this Section 10 9 (the "INDEMNIFIED PARTY"“Indemnified Party”) shall give notice to the party required to provide indemnification (the "INDEMNIFYING PARTY"“Indemnifying Party”) promptly within ten (10) business days after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party's ’s expense, and that the Indemnifying Party shall provide return notice to the Indemnified Party within ten 10 business days to the effect that such Indemnifying Party shall undertake the indemnification obligation provided for herein; provided, however, however that the Indemnified Party (together with all other Indemnified Parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding; and provided further further-that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent, but only to the extent, that the Indemnifying Party's ’s ability to defend against such claim or litigation is materially impaired as a result of such failure to give notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which 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.