Common use of Notification of Claims Clause in Contracts

Notification of Claims. If any Claim is asserted against any person or company in respect of which indemnification is or might reasonably be considered to be provided, such person or company (the "Indemnified Party") will notify the Corporation as soon as possible of the nature of such Claim (but the omission so to notify the Corporation of any potential Claim shall not relieve the Corporation from any liability which it may have to any Indemnified Party and any omission so to notify the Corporation of any actual Claim shall affect the Corporation's liability only to the extent that it is materially prejudiced by that failure). Subject to subparagraph 10(d), the Corporation shall be entitled to participate in and, to the extent that it shall wish, to assume the defense of any suit brought to enforce such Claim; provided, however, that the defense shall be conducted through legal counsel acceptable to the Indemnified Party, acting reasonably, that no settlement of any such Claim or admission of liability may be made by the Corporation or the Indemnified Party without the prior written consent of the other parties, acting reasonably, and the Corporation shall not be liable for any settlement of any such Claim unless it has consented in writing to such settlement. The Corporation shall not settle any Claim, or compromise a consent to any judgment unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party.

Notification of Claims. If any Claim is asserted against any person or company in respect of which indemnification is or might reasonably be considered to be provided, such person or company (the "“Indemnified Party"”) will notify the Corporation as soon as possible of the nature of such Claim (but the omission so to notify the Corporation of any potential Claim shall not relieve the Corporation from any liability which it may have to any Indemnified Party and any omission so to notify the Corporation of any actual Claim shall affect the Corporation's ’s liability only to the extent that it is materially prejudiced by that failure). Subject to subparagraph 10(d), the Corporation shall be entitled to participate in and, to the extent that it shall wish, to assume the defense of any suit brought to enforce such Claim; provided, however, that the defense shall be conducted through legal counsel acceptable to the Indemnified Party, acting reasonably, that no settlement of any such Claim or admission of liability may be made by the Corporation or the Indemnified Party without the prior written consent of the other parties, acting reasonably, and the Corporation shall not be liable for any settlement of any such Claim unless it has consented in writing to such settlement. The Corporation shall not settle any Claim, or compromise a consent to any judgment unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party.

Notification of Claims. If any Claim is asserted against any person or company in respect of which indemnification is or might reasonably be considered to be provided, such person or company (the "“Indemnified Party"”) will notify the Corporation as soon as possible of the nature of such Claim (but the omission so to notify the Corporation of any potential Claim shall not relieve the Corporation from any liability which it may have to any Indemnified Party and any omission so to notify the Corporation of any actual Claim shall affect the Corporation's ’s liability only to the extent that it is materially prejudiced by that failure). Subject to subparagraph 10(dsubsection 1(d), the Corporation shall be entitled to participate in and, to the extent that it shall wish, to assume the defense of any suit brought to enforce such Claim; provided, however, that the defense shall be conducted through legal counsel acceptable to the Indemnified Party, acting reasonably, that no settlement of any such Claim or admission of liability may be made by the Corporation or the Indemnified Party without the prior written consent of the other parties, acting reasonably, and the Corporation shall not be liable for any settlement of any such Claim unless it has consented in writing to such settlement. The Corporation shall not settle any Claim, or compromise a consent to any judgment unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party.

Notification of Claims. If any Claim is asserted against any person or company in respect of which indemnification is or might reasonably be considered to be provided, such person or company (the "“Indemnified Party"”) will notify the Corporation Trust as soon as possible of the nature of such Claim (but the omission so to notify the Corporation Trust of any potential Claim shall not relieve the Corporation Trust from any liability which it may have to any Indemnified Party and any omission so to notify the Corporation Trust of any actual Claim shall affect the Corporation's Trust’s liability only to the extent that it is materially prejudiced by that failure). Subject to subparagraph 10(d), the Corporation Trust shall be entitled to participate in and, to the extent that it shall wish, to assume the defense of any suit brought to enforce such Claim; provided, however, that the defense shall be conducted through legal counsel acceptable to the Indemnified Party, acting reasonably, that no settlement of any such Claim or admission of liability may be made by the Corporation Trust or the Indemnified Party without the prior written consent of the other parties, acting reasonably, and the Corporation Trust shall not be liable for any settlement of any such Claim unless it has consented in writing to such settlement. The Corporation Trust shall not settle any Claim, or compromise a consent to any judgment unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party.

Notification of Claims. If any Claim is asserted against any person or company in respect of which indemnification is or might reasonably be considered to be providedIndemnified Party, such person or company (the "Indemnified Party") Party will notify the Corporation as soon as possible of the nature of such Claim (but the omission so to notify the Corporation of any potential Claim shall not relieve the Corporation from any liability which it may have to any Indemnified Party and any omission so to notify the Corporation of any actual Claim shall affect the Corporation's liability only to the extent that it is materially prejudiced by as a proximate result of that failure). Subject to subparagraph 10(dsubsection 1(d), the Corporation shall be entitled to participate in and, to the extent that it shall wish, to assume the defense of any suit brought to enforce such Claim; provided, however, that the defense shall be conducted through legal counsel acceptable to the such Indemnified Party, acting reasonably, that no settlement of any such Claim or admission of liability may be made by the Corporation or the such Indemnified Party without the prior written consent of the other parties, acting reasonably, and the Corporation shall not be liable for any settlement of any such Claim unless it has consented in writing to such settlement. The Corporation shall not settle any Claim, or compromise a consent to any judgment unless such settlement, compromise or judgment (i) includes an unconditional release of the such Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any such Indemnified Party.

Notification of Claims. If any Claim matter or thing contemplated by Section 8(a) or (b) (any such matter or thing being referred to as a "CLAIM") is asserted against any person or company in respect of which indemnification is or might reasonably be considered to be provided, such person or company (the "Indemnified PartyINDEMNIFIED PARTY") will notify the Corporation indemnifier hereunder (the "INDEMNIFIER") as soon as possible of the nature of such Claim (but the omission so to notify the Corporation Indemnifier of any potential Claim shall not relieve the Corporation Indemnifier from any liability which it may have to any Indemnified Party and any omission so to notify the Corporation Indemnifier of any actual Claim claim shall affect the CorporationIndemnifier's liability only to the extent that it is materially prejudiced by that failure). Subject to subparagraph 10(d), the Corporation The Indemnifier shall be entitled to participate in and, to the extent that it shall wish, to assume the defense defence of any suit brought to enforce such Claim; provided, however, that the defense defence shall be conducted through legal counsel acceptable to the Indemnified Party, acting reasonably, that no settlement of any such Claim or admission of liability may be made by the Corporation Indemnifier or the Indemnified Party without the prior written consent of the other parties, acting reasonably, and the Corporation Indemnifier shall not be liable for any settlement of any such Claim unless it has consented consented, which consent shall not be unreasonably withheld or delayed in writing to such settlement. The Corporation shall not settle any Claim, settlement or compromise a consent to any judgment unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Party from all liability arising out of such action Claim or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified PartyParty or the Indemnifier.

Notification of Claims. If any Claim is asserted against any person or company in respect of which indemnification is or might reasonably be considered to be provided, such person or company (the "“Indemnified Party"”) will notify the Corporation as soon as possible of the nature of such Claim (but the omission so to notify the Corporation of any potential Claim shall not relieve the Corporation from any liability which it may have to any Indemnified Party and any omission so to notify the Corporation of any actual Claim shall affect the Corporation's ’s liability only to the extent that it is materially prejudiced by that failure). Subject to subparagraph 10(d1(d), the Corporation shall be entitled to participate in and, to the extent that it shall wish, to assume the defense of any suit brought to enforce such Claim; provided, however, that the defense shall be conducted through legal counsel acceptable to the Indemnified Party, acting reasonably, that no settlement of any such Claim or admission of liability may be made by the Corporation or the Indemnified Party without the prior written consent of the other parties, acting reasonably, and the Corporation shall not be liable for any settlement of any such Claim unless it has consented in writing to such settlement. The Corporation shall not settle any Claim, or compromise a consent to any judgment unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party.

Notification of Claims. If any Claim is asserted against any person or company in respect of which indemnification is or might reasonably be considered to be provided, such person or company (the "Indemnified Party") will notify the Corporation Trust as soon as possible of the nature of such Claim (but the omission so to notify the Corporation Trust of any potential Claim shall not relieve the Corporation Trust from any liability which it may have to any Indemnified Party and any omission so to notify the Corporation Trust of any actual Claim shall affect the CorporationTrust's liability only to the extent that it is materially prejudiced by that failure). Subject to subparagraph 10(d), the Corporation Trust shall be entitled to participate in and, to the extent that it shall wish, to assume the defense of any suit brought to enforce such Claim; provided, however, that the defense shall be conducted through legal counsel acceptable to the Indemnified Party, acting reasonably, that no settlement of any such Claim or admission of liability may be made by the Corporation Trust or the Indemnified Party without the prior written consent of the other parties, acting reasonably, and the Corporation Trust shall not be liable for any settlement of any such Claim unless it has consented in writing to such settlement. The Corporation Trust shall not settle any Claim, or compromise a consent to any judgment unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party.

Notification of Claims. If Promptly after receipt of notice of the commencement of any Claim legal proceeding against an Indemnified Party or after receipt of notice of the commencement of any investigation which is asserted against based, directly or indirectly, upon any person or company matter in respect of which indemnification is or might reasonably may be considered to be providedsought from the Corporation, such person or company (the "Indemnified Party") Party will notify the Corporation as soon as possible in writing of the nature commencement thereof and the Corporation shall undertake the investigation and defence thereof on behalf of such Claim (but the omission Indemnified Party, as applicable, including the prompt employment of counsel reasonably acceptable to the Indemnified Party and the payment of all reasonable expenses. Failure by an Indemnified Party to so to notify the Corporation of any potential Claim shall not relieve the Corporation from any liability which it may have to any Indemnified Party of its obligation of indemnification hereunder unless (and any omission so to notify the Corporation of any actual Claim shall affect the Corporation's liability only to the extent that it is materially prejudiced that) such failure results in forfeiture by that failure). Subject to subparagraph 10(d), the Corporation shall be entitled to participate in andor material impairment of its substantive rights or defences. The Corporation shall, to throughout the extent that it shall wish, to assume the defense course of any suit brought to enforce such Claim; providedinvestigation as contemplated herein, however, that the defense shall be conducted through legal counsel acceptable provide copies of all relevant documentation to the Indemnified Party, acting reasonably, that will keep the Indemnified Party advised of the progress thereof and will discuss with the Indemnified Party all significant actions proposed. No admission of liability and no settlement of any such Claim or admission of liability may action shall be made by the Corporation or the Indemnified Party without the prior written consent of the other parties, acting reasonably, Corporation and the Corporation shall not be liable for any settlement of any such Claim unless it has consented in writing to such settlement. The Corporation shall not settle any Claim, or compromise a consent to any judgment unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party, such consent not to be unreasonably withheld or delayed.

Notification of Claims. If any Claim is asserted against any person or company in respect of which indemnification is or might reasonably be considered to be providedIndemnified Party, such person or company (the "Indemnified Party") Party will notify the Corporation as soon as possible of the nature of such Claim (but the omission so to notify the Corporation of any potential Claim shall not relieve the Corporation from any liability which it may have to any Indemnified Party and any omission so to notify the Corporation of any actual Claim shall affect the Corporation's ’s liability only to the extent that it is materially prejudiced by as a proximate result of that failure). Subject to subparagraph 10(dsubsection 1(d), the Corporation shall be entitled to participate in and, to the extent that it shall wish, to assume the defense of any suit brought to enforce such Claim; provided, however, that the defense shall be conducted through legal counsel acceptable to the such Indemnified Party, acting reasonably, that no settlement of any such Claim or admission of liability may be made by the Corporation or the Indemnified Party without the prior written consent of the other parties, acting reasonably, and the . The Corporation shall not be liable for any settlement of any such Claim unless it has consented in writing to such settlementor proceeding effected without its prior written consent. The Corporation shall not settle any Claim, or compromise a consent to any judgment unless such settlement, compromise or judgment (i) includes an unconditional release of the such Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any each Indemnified Party.. (c)

Notification of Claims. If any Claim matter or thing contemplated by subparagraph 16(a) (any such matter or thing being referred to as a “Claim”) is asserted against any person or company party in respect of which indemnification is or might reasonably be considered to be providedprovided (an “Indemnified Party”), such person or company (the "Indemnified Party") Party will notify the Corporation in writing as soon as possible after becoming aware of the nature of such Claim (but the omission or delay so to notify the Corporation of any potential Claim shall not relieve the Corporation from any liability which it may have to any Indemnified Party and any omission or delay so to notify the Corporation of any actual Claim shall affect the Corporation's ’s liability only to the extent that it is materially prejudiced by that failure). Subject to subparagraph 10(d), omission or delay) and the Corporation shall be entitled (but not required) to participate in and, to the extent that it shall wish, to assume the defense defence of any suit brought to enforce such Claim; provided, however, that the defense defence shall be conducted through legal counsel acceptable to the Indemnified Party, acting reasonably, and that no settlement of any such Claim or admission of liability may be made by the Corporation or the Indemnified Party without the prior written consent of the other partiesparty, acting reasonablysuch consent not to be unreasonably withheld or delayed, and the Corporation shall not be liable for any settlement of any such Claim unless it has consented in writing to such settlement. The Corporation shall not settle any Claim, or compromise a consent to any judgment unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party.

Notification of Claims. If any Claim matter or thing contemplated by Section 16.1 (any such matter or thing being referred to as a “Claim”) is asserted against any person or company Indemnified Party in Section 16.1 in respect of which indemnification is or might reasonably be considered to be provided, such person or company (the "Indemnified Party") Party will notify the Corporation as soon as possible of the nature of such Claim (but the omission or delay to so to notify the Corporation of any potential Claim shall not relieve the Corporation from any liability which it may have to any Indemnified Party and any omission to so to notify the Corporation of any actual Claim shall affect the Corporation's ’s liability only to the extent that it is materially prejudiced by that failureprejudices the Indemnified Party hereunder (through the forfeiture of substantive rights and defenses)). Subject to subparagraph 10(d), the The Corporation shall be entitled to participate in and, to the extent that it shall wish, to assume the defense defence of any suit brought to enforce such Claim; provided, however, that the defense defence shall be conducted through legal counsel reasonably acceptable to the Indemnified Party, acting reasonably, and provided that no settlement of any such Claim or admission of liability may be made by the Corporation or the Indemnified Party without the prior written consent of the other parties, acting reasonably, and the Corporation shall Indemnified Parties (such consent not to be liable for any settlement of any such Claim unless it has consented in writing to such settlement. The Corporation shall not settle any Claimunreasonably withheld), or compromise a consent to any judgment unless such settlement, compromise or judgment judgment: (i) includes an unconditional release of the each Indemnified Party from all liability arising out of such action or claim Claim; and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified PartyParty (through the forfeiture of substantive rights and defenses).

Notification of Claims. If any Claim is asserted against any person or company Indemnified Party in respect of which indemnification is or might reasonably be considered to be provided, such person or company (the "Indemnified Party") will Party shall notify the Corporation Company or FII, as the case may be, (as applicable, the “Indemnifiers”), as soon as possible of the nature of such Claim (but the omission or delay to so to notify the Corporation Indemnifiers of any potential Claim shall not relieve the Corporation Indemnifier from any liability which it may have to any Indemnified Party and any omission or delay to so to notify the Corporation Indemnifier of any actual Claim shall affect the Corporation's Indemnifiers’ liability only to the extent that it is materially prejudiced by that failureprejudices the defence or results in any material increases in the liability which an Indemnified Party has hereunder). Subject to subparagraph 10(d), the Corporation The Indemnifiers shall be entitled entitled, but not obligated, to either participate in and, to the extent that it shall wish, to or assume the defense defence of any suit brought to enforce such Claim; provided, however, that the defense defence shall be conducted through legal counsel reasonably acceptable to the Indemnified Party, acting reasonably, and provided that no settlement of any such Claim or admission of liability may be made by the Corporation or the Indemnified Party Indemnifiers without the prior written consent of the other partiesIndemnified Parties, acting reasonably, and ; unless (i) the Corporation shall not Indemnifier has acknowledged in writing that each Indemnified Party is entitled to be liable for any settlement indemnified in respect of any such Claim unless it has consented in writing to such settlement. The Corporation shall not settle any Claim, or compromise a consent to any judgment unless and (ii) such settlement, compromise or judgment judgment: (ia) includes an unconditional release of the each Indemnified Party from all liability arising out of such action or claim Claim; and (iib) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party.

Notification of Claims. If any Claim is asserted against any person or company in respect of which indemnification is or might reasonably be considered to be provided, such person or company (the "Indemnified Party") will notify the Corporation as soon as possible of the nature of such Claim (but the omission so to notify the Corporation of any potential Claim shall not relieve the Corporation from any liability which it may have to any Indemnified Party and any omission so to notify the Corporation of any actual Claim shall affect the Corporation's ’s liability only to the extent that it is materially prejudiced by that failure). Subject to subparagraph 10(d), the Corporation shall be entitled to participate in and, to the extent that it shall wish, to assume the defense of any suit brought to enforce such Claim; provided, however, that the defense shall be conducted through legal counsel acceptable to the Indemnified Party, acting reasonably, that no settlement of any such Claim or admission of liability may be made by the Corporation or the Indemnified Party without the prior written consent of the other parties, acting reasonably, and the Corporation shall not be liable for any settlement of any such Claim unless it has consented in writing to such settlement. The Corporation shall not settle any Claim, or compromise a consent to any judgment unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party.

Notification of Claims. If any Claim is asserted against any person or company in respect of which indemnification is or might reasonably be considered to be providedIndemnified Party, such person or company (the "Indemnified Party") Party will notify the Corporation as soon as possible of the nature of such Claim (but the omission so to notify the Corporation of any potential Claim shall not relieve the Corporation from any liability which it may have to any Indemnified Party and any omission so to notify the Corporation of any actual Claim shall affect the Corporation's ’s liability only to the extent that it is materially prejudiced by as a proximate result of that failure). Subject to subparagraph 10(dsubsection 1(d), the Corporation shall be entitled to participate in and, to the extent that it shall wish, to assume the defense of any suit brought to enforce such Claim; provided, however, that the defense shall be conducted through legal counsel acceptable to the such Indemnified Party, acting reasonably, that no settlement of any such Claim or admission of liability may be made by the Corporation or the such Indemnified Party without the prior written consent of the other parties, acting reasonably, and the Corporation shall not be liable for any settlement of any such Claim unless it has consented in writing to such settlement. The Corporation shall not settle any Claim, or compromise a consent to any judgment unless such settlement, compromise or judgment (i) includes an unconditional release of the such Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any such Indemnified Party.. (c) Right of Indemnity in Favor of Others

Notification of Claims. If any Claim is asserted against any person or company in respect of which indemnification is or might reasonably be considered to be provided, such person or company (the "Indemnified Party") will notify the Corporation as soon as possible of the nature of such Claim (but the omission so to notify the Corporation of any potential Claim shall not relieve the Corporation from any liability which it may have to any Indemnified Party and any omission so to notify the Corporation of any actual Claim shall affect the Corporation's liability only to the extent that it is materially prejudiced by that failure). Subject to subparagraph 10(dsubsection 1(d), the Corporation shall be entitled to participate in and, to the extent that it shall wish, to assume the defense of any suit brought to enforce such Claim; provided, however, that the defense shall be conducted through legal counsel acceptable to the Indemnified Party, acting reasonably, that no settlement of any such Claim or admission of liability may be made by the Corporation or the Indemnified Party without the prior written consent of the other parties, acting reasonably, and the Corporation shall not be liable for any settlement of any such Claim unless it has consented in writing to such settlement. The Corporation shall not settle any Claim, or compromise a consent to any judgment unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party.

Notification of Claims. If any Claim is asserted against any person or company in respect of which indemnification is or might reasonably be considered to be provided, such person or company (the "Indemnified Party") will notify the Corporation as soon as possible of the nature of such Claim (but the omission so to notify the Corporation of any potential Claim shall not relieve the Corporation from any liability which it may have to any Indemnified Party and any omission so to notify the Corporation of any actual Claim shall affect the Corporation's liability only to the extent that it is materially prejudiced by that failure). Subject to subparagraph 10(dsubsection 1(d), the Corporation shall be entitled to participate in and, to the extent that it shall wish, to assume the defense of any suit brought to enforce such Claim; provided, however, that the defense shall be conducted through legal counsel acceptable to the Indemnified Party, acting reasonably, that no settlement of any such Claim or admission of liability may be made by the Corporation or the Indemnified Party without the prior written consent of the other parties, acting reasonably, and the Corporation shall not be liable for any settlement of any such Claim unless it has consented in writing to such settlement. The Corporation shall not settle any Claim, or compromise a consent to any judgment unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party.

Notification of Claims. If any Claim matter or thing contemplated by subparagraph 17(a) (any such matter or thing being referred to as a “Claim”) is asserted against any person or company party in respect of which indemnification is or might reasonably be considered to be providedprovided (an “Indemnified Party”), such person or company (the "Indemnified Party") Party will notify the Corporation in writing as soon as possible after becoming aware of the nature of such Claim (but the omission or delay so to notify the Corporation of any potential Claim shall not relieve the Corporation from any liability which it may have to any Indemnified Party and any omission or delay so to notify the Corporation of any actual Claim shall affect the Corporation's ’s liability only to the extent that it is materially prejudiced by that failure). Subject to subparagraph 10(d), omission or delay) and the Corporation shall be entitled (but not required) to participate in and, to the extent that it shall wish, to assume the defense defence of any suit brought to enforce such Claim; provided, however, that the defense defence shall be conducted through legal counsel acceptable to the Indemnified Party, acting reasonably, and that no settlement of any such Claim or admission of liability may be made by the Corporation or the Indemnified Party without the prior written consent of the other partiesparty, acting reasonablysuch consent not to be unreasonably withheld or delayed, and the Corporation shall not be liable for any settlement of any such Claim unless it has consented in writing to such settlement. The Corporation shall not settle any Claim, or compromise a consent to any judgment unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party.

Notification of Claims. If any Claim is asserted against any person or company in respect of which indemnification is or might reasonably be considered to be providedIndemnified Party, such person or company (the "Indemnified Party") Party will notify the Corporation as soon as possible of the nature of such Claim (but the omission so to notify the Corporation of any potential Claim shall not relieve the Corporation from any liability which it may have to any Indemnified Party and any omission so to notify the Corporation of any actual Claim shall affect the Corporation's ’s liability only to the extent that it is materially prejudiced by as a proximate result of that failure). Subject to subparagraph 10(dsubsection 1(d), the Corporation shall be entitled to participate in and, to the extent that it shall wish, to assume the defense of any suit brought to enforce such Claim; provided, however, that the defense shall be conducted through legal counsel acceptable to the such Indemnified Party, acting reasonably, that no settlement of any such Claim or admission of liability may be made by the Corporation or the such Indemnified Party without the prior written consent of the other parties, acting reasonably, and the Corporation shall not be liable for any settlement of any such Claim unless it has consented in writing to such settlement. The Corporation shall not settle any Claim, or compromise a consent to any judgment unless such settlement, compromise or judgment (i) includes an unconditional release of the such Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any such Indemnified Party.

Notification of Claims. If any Claim matter or thing contemplated by Section 10(a) or 10(b) (any such matter or thing being referred to as a "CLAIM") is asserted against any person or company in respect of which indemnification is or might reasonably be considered to be provided, such person or company (the "Indemnified PartyINDEMNIFIED PARTY") will notify the Corporation indemnifier hereunder (the "INDEMNIFIER") as soon as possible of the nature of such Claim (but the omission so to notify the Corporation Indemnifier of any potential Claim shall not relieve the Corporation Indemnifier from any liability which it may have to any Indemnified Party and any omission so to notify the Corporation Indemnifier of any actual Claim claim shall affect the CorporationIndemnifier's liability only to the extent that it is materially prejudiced by that failure). Subject to subparagraph 10(d), the Corporation The Indemnifier shall be entitled to participate in and, to the extent that it shall wish, to assume the defense defence of any suit brought to enforce such Claim; provided, however, that the defense defence shall be conducted through legal counsel acceptable to the Indemnified Party, acting reasonably, that no settlement of any such Claim or admission of liability may be made by the Corporation Indemnifier or the Indemnified Party without the prior written consent of the other parties, acting reasonably, and the Corporation Indemnifier shall not be liable for any settlement of any such Claim unless it has consented in writing to such settlement. The Corporation shall not settle any Claim, settlement or compromise a consent to any judgment unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Party from all liability arising out of such action Claim or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified PartyParty or the Indemnifier.

Notification of Claims. If any Claim is asserted against any person or company in respect of which indemnification is or might reasonably be considered to be providedIndemnified Party, such person or company (the "Indemnified Party") Party will notify the Corporation as soon as possible of the nature of such Claim (but the omission so to notify the Corporation of any potential Claim shall not relieve the Corporation from any liability which it may have to any Indemnified Party and any omission so to notify the Corporation of any actual Claim shall affect the Corporation's ’s liability only to the extent that it is materially prejudiced by as a proximate result of that failure). Subject to subparagraph 10(dsubsection 1(d), the Corporation shall be entitled to participate in and, to the extent that it shall wish, to assume the defense of any suit brought to enforce such Claim; provided, however, that the defense shall be conducted through legal counsel acceptable to the such Indemnified Party, acting reasonably, that no settlement of any such Claim or admission of liability may be made by the Corporation or the such Indemnified Party without the prior written consent of the other parties, acting reasonably, and the Corporation shall not be liable for any settlement of any such Claim unless it has consented in writing to such settlement. The Corporation shall not settle any Claim, or compromise a consent to any judgment unless such settlement, compromise or judgment (i) includes an unconditional release of the such Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any such Indemnified Party.. (c) Right of Indemnity in Favour of Others

Notification of Claims. If any Claim is asserted against any person or company in respect of which indemnification is or might reasonably be considered to be provided, such person or company (the "Indemnified PartyINDEMNIFIED PARTY") will notify the Corporation as soon as possible of the nature of such Claim (but the omission so to notify the Corporation of any potential Claim shall not relieve the Corporation from any liability which it may have to any Indemnified Party and any omission so to notify the Corporation of any actual Claim shall affect the Corporation's liability only to the extent that it is materially prejudiced by that failure). Subject to subparagraph Subparagraph 10(d), the Corporation shall be entitled to participate in and, to the extent that it shall wishwishes, to assume the defense of any suit brought to enforce such Claim; provided, however, that the defense shall be conducted through legal counsel acceptable to the Indemnified Party, acting reasonably, that no settlement of any such Claim or admission of liability may be made by the Corporation or the Indemnified Party without the prior written consent of the other parties, acting reasonably, and the Corporation shall not be liable for any settlement of any such Claim unless it has consented in writing to such settlement. The Corporation shall not settle any Claim, or compromise a consent to any judgment unless such settlement, compromise or judgment judgment: (i) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim claim; and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party.

Notification of Claims. If any Claim is asserted against any person or company in respect of which indemnification is or might reasonably be considered to be provided, such person or company (the "Indemnified PartyINDEMNIFIED PARTY") will notify the Corporation as soon as possible of the nature of such Claim (but the omission so to notify the Corporation of any potential Claim shall not relieve the Corporation from any liability which it may have to any Indemnified Party and any omission so to notify the Corporation of any actual Claim shall affect the Corporation's liability only to the extent that it is materially prejudiced by that failure). Subject to subparagraph 10(d), the Corporation shall be entitled to participate in and, to the extent that it shall wish, to assume the defense of any suit brought to enforce such Claim; provided, however, that the defense shall be conducted through legal counsel acceptable to the Indemnified Party, acting reasonably, that no settlement of any such Claim or admission of liability may be made by the Corporation or the Indemnified Party without the prior written consent of the other parties, acting reasonably, and the Corporation shall not be liable for any settlement of any such Claim unless it has consented in writing to such settlement. The Corporation shall not settle any Claim, or compromise a or consent to any judgment unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party.

Notification of Claims. If any Claim is asserted against any person or company in respect of which indemnification is or might reasonably be considered to be providedIndemnified Party, such person or company (the "Indemnified Party") Party will notify the Corporation as soon as possible of the nature of such Claim (but the omission so to notify the Corporation of any potential Claim shall not relieve the Corporation from any liability which it may have to any Indemnified Party and any omission so to notify the Corporation of any actual Claim shall affect the Corporation's liability only to the extent that it is materially prejudiced by as a proximate result of that failure). Subject to subparagraph 10(dsubsection 1(d), the Corporation shall be entitled to participate in and, to the extent that it shall wish, to assume the defense of any suit brought to enforce such Claim; provided, however, that the defense shall be conducted through legal counsel acceptable to the such Indemnified Party, acting reasonably, that no settlement of any such Claim or admission of liability may be made by the Corporation or the Indemnified Party without the prior written consent of the other parties, acting reasonably, and the . The Corporation shall not be liable for any settlement of any such Claim unless it has consented in writing to such settlementor proceeding effected without its prior written consent. The Corporation shall not settle any Claim, or compromise a consent to any judgment unless such settlement, compromise or judgment (i) includes an unconditional release of the such Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any each Indemnified Party.

Notification of Claims. If any Claim is asserted against any person or company in respect of which indemnification is or might reasonably be considered to be provided, such person or company (the "Indemnified Party") will notify the Corporation Trust as soon as possible of the nature of such Claim (but the omission so to notify the Corporation Trust of any potential Claim shall not relieve the Corporation Trust from any liability which it may have to any Indemnified Party and any omission so to notify the Corporation Trust of any actual Claim shall affect the Corporation's Trust’s liability only to the extent that it is materially prejudiced by that failure). Subject to subparagraph 10(d), the Corporation Trust shall be entitled to participate in and, to the extent that it shall wish, to assume the defense of any suit brought to enforce such Claim; provided, however, that the defense shall be conducted through legal counsel acceptable to the Indemnified Party, acting reasonably, that no settlement of any such Claim or admission of liability may be made by the Corporation Trust or the Indemnified Party without the prior written consent of the other parties, acting reasonably, and the Corporation Trust shall not be liable for any settlement of any such Claim unless it has consented in writing to such settlement. The Corporation Trust shall not settle any Claim, or compromise a consent to any judgment unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party.

Notification of Claims. If any Claim is asserted against any person or company in respect of which indemnification is or might reasonably be considered to be providedIndemnified Party, such person or company (the "Indemnified Party") Party will notify the Corporation Indemnifier as soon as possible of the nature of such Claim (but the omission so to notify the Corporation Indemnifier of any potential Claim shall not relieve the Corporation Indemnifier from any liability which it may have to any Indemnified Party and any omission so to notify the Corporation Indemnifier of any actual Claim shall affect the Corporation's Indemnifier’s liability only to the extent that it is materially prejudiced by as a proximate result of that failure). Subject to subparagraph 10(dsubsection 1(f), the Corporation Indemnifier shall be entitled to participate in and, to the extent that it shall wish, to assume the defense of any suit brought to enforce such Claim; provided, however, that the defense shall be conducted through legal counsel acceptable to the such Indemnified Party, acting reasonably, that no settlement of any such Claim or admission of liability may be made by the Corporation Indemnifier or the such Indemnified Party without the prior written consent of the other parties, acting reasonably, and the Corporation Indemnifier shall not be liable for any settlement of any such Claim unless it has consented in writing to such settlement. The Corporation Indemnifier shall not settle any Claim, or compromise a consent to any judgment unless such settlement, compromise or judgment (i) includes an unconditional release of the such Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any such Indemnified Party.

Notification of Claims. If any Claim matter or thing contemplated by subparagraph 14(a) (any such matter or thing being referred to as a ″Claim″) is asserted against any person or company party in respect of which indemnification is or might reasonably be considered to be providedprovided (an ″Indemnified Party″), such person or company (the "Indemnified Party") Party will notify the Corporation as soon as possible after becoming aware of the nature of such Claim (but the omission or delay to so to notify the Corporation of any potential Claim shall not relieve the Corporation from any liability which it may have to any Indemnified Party and any omission or delay to so to notify the Corporation of any actual Claim claim shall affect the Corporation's ’s liability only to the extent that it is materially prejudiced by that failure). Subject to subparagraph 10(d), omission or delay) and the Corporation shall be entitled (but not required) to participate in and, to the extent that it shall wish, to assume the defense defence of any suit brought to enforce such Claim; provided, however, that the defense defence shall be conducted through legal counsel acceptable to the Indemnified Party, acting reasonably, and that no settlement of any such Claim or admission of liability may be made by the Corporation or the Indemnified Party without the prior written consent of the other partiesparty, acting reasonablysuch consent not to be unreasonably withheld or delayed, and the Corporation shall not be liable for any settlement of any such Claim unless it has consented in writing to such settlement. The Corporation shall not settle any Claim, or compromise a consent to any judgment unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party.

Notification of Claims. If any Claim is asserted against any person or company in respect of which indemnification is or might reasonably be considered to be providedIndemnified Party, such person or company (the "Indemnified Party") Party will notify the Corporation as soon as possible of the nature of such Claim (but the omission so to notify the Corporation of any potential Claim shall not relieve the Corporation from any liability which it may have to any Indemnified Party and any omission so to notify the Corporation of any actual Claim shall affect the Corporation's ’s liability only to the extent that it is materially prejudiced by as a proximate result of that failure). Subject to subparagraph 10(dsubsection 1(d), the Corporation shall be entitled to participate in and, to the extent that it shall wish, to assume the defense of any suit brought to enforce such Claim; provided, however, that the defense shall be conducted through legal counsel acceptable to the such Indemnified Party, acting reasonably, that no settlement of any such Claim or admission of liability may be made by the Corporation or the Indemnified Party without the prior written consent of the other parties, acting reasonably, and the . The Corporation shall not be liable for any settlement of any such Claim unless it has consented in writing to such settlementor proceeding effected without its prior written consent. The Corporation shall not settle any Claim, or compromise a consent to any judgment unless such settlement, compromise or judgment (i) includes an unconditional release of the each Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any each Indemnified Party.

Notification of Claims. If any Claim is asserted against any person or company in respect of which indemnification is or might reasonably be considered to be providedIndemnified Party, such person or company (the "Indemnified Party") Party will notify the Corporation as soon as possible of the nature of such Claim (but the omission so to notify the Corporation of any potential Claim shall not relieve the Corporation from any liability which it may have to any Indemnified Party and any omission so to notify the Corporation of any actual Claim shall affect the Corporation's liability only to the extent that it is materially prejudiced by as a proximate result of that failure). Subject to subparagraph 10(dsubsection 1(d), the Corporation shall be entitled to participate in and, to the extent that it shall wish, to assume the defense of any suit brought to enforce such Claim; provided, however, that the defense shall be conducted through legal counsel acceptable to the such Indemnified Party, acting reasonably, that no settlement of any such Claim or admission of liability may be made by the Corporation or the such Indemnified Party without the prior written consent of the other parties, acting reasonably, and the Corporation shall not be liable for any settlement of any such Claim unless it has consented in writing to such settlement. The Corporation shall not settle any Claim, or compromise a consent to any judgment unless such settlement, compromise or judgment judgment: (i) includes an unconditional release of the such Indemnified Party from all liability arising out of such action or claim claim; and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any such Indemnified Party.