Common use of Indemnification Proceedings Clause in Contracts

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 (the "Indemnified Party") shall give notice to the party required to provide indemnification pursuant to this Section 13 (the "Indemnifying Party") promptly after such Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense of any 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 acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under Section 13 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the 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. The reimbursement required by this Section 13 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 10(b) (the "“Indemnified Party"”) shall give notice to the party required to provide indemnification pursuant to this Section 13 10(b) (the "“Indemnifying Party"”) promptly after such Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense of any 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 reasonably acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's ’s expense; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under this Section 13 10(b) except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the 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 litigationlitigation and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party so long as the Indemnifying Party has acknowledged in writing its obligation to indemnify and is in compliance with all of its obligations hereunder to indemnify the Indemnified Party for all amounts in connection with such claim or litigation and which consent shall not be unreasonably withheld. The reimbursement required by If the defendants in any action subject to this Section 13 10(b) include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be made by periodic payments during reasonable defenses available to it which are different from or additional to those available to the course Indemnifying Party or if the interests of the investigation or defenseIndemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, the Indemnified Party shall have the right to select a separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as and when bills are received or expenses incurred.

Indemnification Proceedings. Each In the event that any claim or demand for which a party entitled (an “Indemnifying Party”), would be liable to indemnification pursuant to this the another party under Section 13 11.2 or Section 11.3 (the "an “Indemnified Party"”) shall give notice is asserted against or sought to the party required to provide indemnification pursuant to this Section 13 (the "Indemnifying Party") promptly after such be collected from an Indemnified Party acquires actual knowledge of any claim as to which indemnity may be soughtby a third party, and the Indemnified Party shall permit with reasonable promptness notify the Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigationdemand, shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that but the failure by any Indemnified so to notify the Indemnifying Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under Section 13 this Article XI, except to the extent the Indemnifying Party demonstrates that the failure results defense of such claim or demand is materially prejudiced thereby. The Indemnifying Party shall have 30 days from receipt of the above notice from the Indemnified Party (in a failure this Section 11.5, the “Notice Period”) to notify the Indemnified Party whether or not the Indemnifying Party desires, at the Indemnifying Party’s sole cost and expense, to defend the Indemnified Party against such claim or demand; provided, that the Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests or those of actual notice to the Indemnifying Party and such not prejudicial to the Indemnifying Party. If the Indemnifying Party is damaged solely as a result of the failure elects to give notice. No Indemnifying Party, in assume the defense of any such claim or litigationdemand, shallthe Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Party elects not to assume the defense of such claim or demand (or fails to give notice to the Indemnified Party during the Notice Period), except the Indemnified Party shall be entitled to assume the defense of such claim or demand with counsel of its own choice, at the consent expense of each the Indemnifying Party. If the claim or demand is asserted against both the Indemnifying Party and the Indemnified Party and based on the advice of counsel reasonably satisfactory to the Indemnifying Party it is determined that there is a conflict of interest which renders it inappropriate for the same counsel to represent both the Indemnifying Party and the Indemnified Party, consent the Indemnifying Party shall be responsible for paying separate counsel for the Indemnified Party; provided, however, that the Indemnifying Party shall not be responsible for paying for more than one separate firm of attorneys to entry represent all of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by Indemnified Parties, regardless of the claimant or plaintiff number of Indemnified Parties. If the Indemnifying Party elects to such Indemnified Party assume the defense of a release from all liability in respect to such claim or litigation. The reimbursement required demand, (i) no compromise or settlement thereof may be effected by this Section 13 the Indemnifying Party without the Indemnified Party’s written consent (which shall not be made unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by periodic payments during the course of Indemnifying Party and (ii) the investigation Indemnifying Party shall have no liability with respect to any compromise or defense, as and when bills are received or expenses incurredsettlement thereof effected without its written consent (which shall not be unreasonably withheld).

Indemnification Proceedings. Each party Any person entitled to indemnification pursuant to under this Section 13 Agreement will (the "Indemnified Party"i) shall give prompt (but in no event more than thirty (30) days') notice to the indemnifying party required to provide indemnification pursuant to this Section 13 (the "Indemnifying Party") promptly after such Indemnified Party acquires actual knowledge of any claim as with respect to which indemnity it seeks indemnification (provided, however, that failure to so promptly notify the indemnifying party shall not relieve the indemnifying party from liability except to the extent the indemnifying party is prejudiced thereby) and (ii) unless in the indemnified party's reasonable judgment a conflict of interest may be soughtexist between the indemnified and indemnifying parties with respect to the claim, and shall permit the Indemnifying Party (indemnifying party, at its expense) , to assume the defense of the claim with counsel reasonably satisfactory to the indemnified party. If the indemnifying party does not assume the defense, the indemnifying party will not be liable for any compromise or settlement made without its consent or judgment consented to without its consent, but any such consent shall not be unreasonably withheld. An indemnifying party who is not entitled to or elects not to assume the defense of a claim will not be under an obligation to pay the reasonable fees and expenses of more than one counsel for all parties indemnified by the indemnifying party with respect to the claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between the indemnified party and any other indemnified party with respect to the claim, in which event the indemnifying party shall be obligated to pay the reasonable fees and expenses of no more than one additional counsel for the indemnified parties. Notwithstanding anything to the contrary that may be contained in this Section 7.3, the indemnifying party shall not, without the indemnified party's prior written consent, which consent shall not be unreasonably withheld, settle or compromise any 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 acceptable consent to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under Section 13 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the 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 in respect thereof which imposes any future obligation on the indemnified party 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 Indemnified Party of the indemnified party, a release from all liability in respect to of such claim or litigation. The reimbursement required by this Section 13 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurredclaim.

Indemnification Proceedings. Each party entitled to --------------------------- indemnification pursuant to this Section 13 8 (the "Indemnified Party") shall give notice to the party required to provide indemnification pursuant to this Section 13 8 (the "Indemnifying Party") promptly after such Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense of any 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 acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under Section 13 8 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the 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. The reimbursement required by this Section 13 8 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 6.8 (the "Indemnified Partyindemnified party") shall give notice to the party required to provide indemnification pursuant to this Section 13 6.8 (the "Indemnifying Partyindemnifying party") promptly after such Indemnified Party indemnified party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party indemnifying party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Partyindemnifying party, who shall conduct the defense of such claim or litigation, shall must be acceptable to the Indemnified Partyindemnified party, and the Indemnified Party indemnified party may participate in such defense at such party's expense; and provided, further, that the failure by any Indemnified Party indemnified party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party any indemnifying party of its obligations under this Section 13 6.8 except if and to the extent that the such failure results in a failure of actual notice to the Indemnifying Party indemnifying party and such Indemnifying Party indemnifying party is damaged actually prejudiced solely as a result of the such failure to give notice. No Indemnifying Partyindemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Partyindemnified party, consent to entry of any judgment or enter into any settlement which that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party indemnified party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 6.8 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred, and may be conditioned upon an undertaking by the indemnified party to reimburse the indemnifying party in the event the indemnified party is finally determined by a court of competent jurisdiction not to be entitled to indemnification.

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 (the "Indemnified Party") shall give Promptly after receipt by any Indemnitee of notice to the party required to provide indemnification pursuant to this Section 13 (the "Indemnifying Party") promptly after such Indemnified Party acquires actual knowledge of any demand, claim as or circumstances which would or might give rise to a claim or the commencement of any action, proceeding or investigation in respect of which indemnity may be soughtsought pursuant to Section 7.1, such Indemnitee shall promptly notify the Indemnifying Party in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnitee, and shall permit the Indemnifying Party (at its expense) to assume the defense payment of any claim or any litigation resulting therefromall fees and expenses; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, furtherhowever, that the failure by of any Indemnified Indemnitee so to notify the Indemnifying Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its any obligations under Section 13 hereunder except to the extent that the Indemnifying Party is actually and materially prejudiced by such failure results in a failure to notify. In any such proceeding, any Indemnitee shall have the right to retain Indemnitee’s own counsel, but the fees and expenses of actual notice to such counsel shall be at the expense of such Indemnitee unless: (i) the Indemnifying Party and the Indemnitee shall have mutually agreed to the retention of such counsel; (ii) the Indemnifying Party is damaged solely as a result of the failure shall have failed promptly to give notice. No Indemnifying Party, in assume the defense of such proceeding and to employ counsel reasonably satisfactory to such Indemnitee in such proceeding; or (iii) in the reasonable judgment of counsel to such Indemnitee, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not be liable for any such claim settlement of any proceeding effected without the Indemnitee’s written consent, which consent shall not be unreasonably withheld, delayed or litigation, shall, except with conditioned. Without the prior written consent of each the Indemnitee, which consent shall not be unreasonably withheld, delayed or conditioned, the Indemnifying Party shall not effect any settlement of any pending or threatened proceeding in respect of which any Indemnitee is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, consent to entry of any judgment or enter into any unless such settlement which does not include as includes an unconditional term thereof the giving by the claimant or plaintiff to release of such Indemnified Party of a release Indemnitee from all liability in respect to arising out of such claim or litigation. The reimbursement required by this Section 13 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurredproceeding.

Indemnification Proceedings. Each party entitled In the event that any claim or demand for which Dala (the “Indemnifying Party”), would be liable to indemnification pursuant to the Indemnified Party under this Section 13 (6 is asserted against or sought to be collected from the "Indemnified Party") shall give notice to the party required to provide indemnification pursuant to this Section 13 (the "Indemnifying Party") promptly after such Indemnified Party acquires actual knowledge of any claim as to which indemnity may be soughtby a third party, and the Indemnified Party shall permit with reasonable promptness notify the Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigationdemand, shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that but the failure by any Indemnified so to notify the Indemnifying Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under Section 13 this article 6, except to the extent the Indemnifying Party demonstrates that the failure results defense of such claim or demand is materially prejudiced thereby. The Indemnifying Party shall have 30 days from receipt of the above notice from the Indemnified Party (in a failure this section 6, the “Notice Period”) to notify the Indemnified Party whether or not the Indemnifying Party desires at the Indemnifying Party’s sole cost and expense, to defend the Indemnified Party against such claim or demand; provided, that the Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests or those of actual notice to the Indemnifying Party and such not prejudicial to the Indemnifying Party. If the Indemnifying Party is damaged solely as a result of the failure elects to give notice. No Indemnifying Party, in assume the defense of any such claim or litigationdemand, shallthe Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Party elects not to assume the defense of such claim or demand (or fails to give notice to the Indemnified Party during the Notice Period), except the Indemnified Party shall be entitled to assume the defense of such claim or demand with counsel of its own choice, at the consent expense of each the Indemnifying Party. If the claim or demand is asserted against both the Indemnifying Party and the Indemnified Party and based on the advice of counsel reasonably satisfactory to the Indemnifying Party it is determined that there is a conflict of interest which renders it inappropriate for the same counsel to represent both the Indemnifying Party and the Indemnified Party, consent the Indemnifying Party shall be responsible for paying separate counsel for the Indemnified Party; provided however, that the Indemnifying Party shall not be responsible for paying for more than one separate firm of attorneys to entry represent all of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by indemnified parties, regardless of the claimant or plaintiff number of indemnified parties. If the Indemnifying Party elects to such Indemnified Party assume the defense of a release from all liability in respect to such claim or litigation. The reimbursement required demand, (i) no compromise or settlement thereof may be effected by this Section 13 the Indemnifying Party without the Indemnified Party’s written consent (which shall not be made unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by periodic payments during the course of Indemnifying Party and (ii) the investigation Indemnifying Party shall have no liability with respect to any compromise or defense, as and when bills are received or expenses incurredsettlement thereof effected without its written consent (which shall not be unreasonably withheld).

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 8 (the "Indemnified Party") shall give notice to the party required to provide indemnification pursuant to this Section 13 8 (the "Indemnifying Party") promptly after such Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense of any 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 acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under this Section 13 8 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the 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. The reimbursement required by this Section 13 8 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each party entitled to --------------------------- indemnification pursuant to this Section 13 (the "Indemnified Party") shall give notice to the party required to provide indemnification pursuant to this Section 13 (the "Indemnifying Party") promptly after such Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense of any 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 acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under Section 13 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the 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. The reimbursement required by this Section 13 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each In the event that any claim or demand for which a party entitled (an "Indemnifying Party"), would be liable to indemnification pursuant to this the another party under Section 13 11.2 or Section 11.3 (the an "Indemnified Party") shall give notice is asserted against or sought to the party required to provide indemnification pursuant to this Section 13 (the "Indemnifying Party") promptly after such be collected from an Indemnified Party acquires actual knowledge of any claim as to which indemnity may be soughtby a third party, and the Indemnified Party shall permit with reasonable promptness notify the Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigationdemand, shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that but the failure by any Indemnified so to notify the Indemnifying Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under Section 13 this Article XI, except to the extent the Indemnifying Party demonstrates that the failure results defense of such claim or demand is materially prejudiced thereby. The Indemnifying Party shall have 30 days from receipt of the above notice from the Indemnified Party (in a failure this Section 11.5, the "Notice Period") to notify the Indemnified Party whether or not the Indemnifying Party desires, at the Indemnifying Party's sole cost and expense, to defend the Indemnified Party against such claim or demand; provided, that the Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests or those of actual notice to the Indemnifying Party and such not prejudicial to the Indemnifying Party. If the Indemnifying Party is damaged solely as a result of the failure elects to give notice. No Indemnifying Party, in assume the defense of any such claim or litigationdemand, shallthe Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Party elects not to assume the defense of such claim or demand (or fails to give notice to the Indemnified Party during the Notice Period), except the Indemnified Party shall be entitled to assume the defense of such claim or demand with counsel of its own choice, at the consent expense of each the Indemnifying Party. If the claim or demand is asserted against both the Indemnifying Party and the Indemnified Party and based on the advice of counsel reasonably satisfactory to the Indemnifying Party it is determined that there is a conflict of interest which renders it inappropriate for the same counsel to represent both the Indemnifying Party and the Indemnified Party, consent the Indemnifying Party shall be responsible for paying separate counsel for the Indemnified Party; provided, however, that the Indemnifying Party shall not be responsible for paying for more than one separate firm of attorneys to entry represent all of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by Indemnified Parties, regardless of the claimant or plaintiff number of Indemnified Parties. If the Indemnifying Party elects to such Indemnified Party assume the defense of a release from all liability in respect to such claim or litigation. The reimbursement required demand, (i) no compromise or settlement thereof may be effected by this Section 13 the Indemnifying Party without the Indemnified Party's written consent (which shall not be made unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by periodic payments during the course of Indemnifying Party and (ii) the investigation Indemnifying Party shall have no liability with respect to any compromise or defense, as and when bills are received or expenses incurredsettlement thereof effected without its written consent (which shall not be unreasonably withheld).

Indemnification Proceedings. Each In the event that any claim or demand for which a party entitled (an "Indemnifying Party"), would be liable to indemnification pursuant to this the another party under Section 13 11.2 or Section 11.3 (the an "Indemnified Party") shall give notice is asserted against or sought to the party required to provide indemnification pursuant to this Section 13 (the "Indemnifying Party") promptly after such be collected from an Indemnified Party acquires actual knowledge of any claim as to which indemnity may be soughtby a third party, and the Indemnified Party shall permit with reasonable promptness notify the Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigationdemand, shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that but the failure by any Indemnified so to notify the Indemnifying Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under Section 13 this Article XI, except to the extent the Indemnifying Party demonstrates that the failure results defense of such claim or demand is materially prejudiced thereby. The Indemnifying Party shall have 30 days from receipt of the above notice from the Indemnified Party (in a failure this Section 11.4, the "Notice Period") to notify the Indemnified Party whether or not the Indemnifying Party desires, at the Indemnifying Party's sole cost and expense, to defend the Indemnified Party against such claim or demand; provided, that the Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests or those of actual notice to the Indemnifying Party and such not prejudicial to the Indemnifying Party. If the Indemnifying Party is damaged solely as a result of the failure elects to give notice. No Indemnifying Party, in assume the defense of any such claim or litigationdemand, shallthe Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Party elects not to assume the defense of such claim or demand (or fails to give notice to the Indemnified Party during the Notice Period), except the Indemnified Party shall be entitled to assume the defense of such claim or demand with counsel of its own choice, at the consent expense of each the Indemnifying Party. If the claim or demand is asserted against both the Indemnifying Party and the Indemnified Party and based on the advice of counsel reasonably satisfactory to the Indemnifying Party it is determined that there is a conflict of interest which renders it inappropriate for the same counsel to represent both the Indemnifying Party and the Indemnified Party, consent the Indemnifying Party shall be responsible for paying separate counsel for the Indemnified Party; provided, however, that the Indemnifying Party shall not be responsible for paying for more than one separate firm of attorneys to entry represent all of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by Indemnified Parties, regardless of the claimant or plaintiff number of Indemnified Parties. If the Indemnifying Party elects to such Indemnified Party assume the defense of a release from all liability in respect to such claim or litigation. The reimbursement required demand, (i) no compromise or settlement thereof may be effected by this Section 13 the Indemnifying Party without the Indemnified Party's written consent (which shall not be made unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by periodic payments during the course of Indemnifying Party and (ii) the investigation Indemnifying Party shall have no liability with respect to any compromise or defense, as and when bills are received or expenses incurredsettlement thereof effected without its written consent (which shall not be unreasonably withheld).

Indemnification Proceedings. Each In the event that any claim or demand for which a party entitled (an “Indemnifying Party”), would be liable to indemnification pursuant to this the another party under Section 13 9.2 or Section 9.3 (the "an “Indemnified Party"”) shall give notice is asserted against or sought to the party required to provide indemnification pursuant to this Section 13 (the "Indemnifying Party") promptly after such be collected from an Indemnified Party acquires actual knowledge of any claim as to which indemnity may be soughtby a third party, and the Indemnified Party shall permit with reasonable promptness notify the Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigationdemand, shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that but the failure by any Indemnified so to notify the Indemnifying Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under Section 13 this Article IX, except to the extent the Indemnifying Party demonstrates that the failure results defense of such claim or demand is materially prejudiced thereby. The Indemnifying Party shall have 30 days from receipt of the above notice from the Indemnified Party (in a failure this Section 9.4, the “Notice Period”) to notify the Indemnified Party whether or not the Indemnifying Party desires, at the Indemnifying Party’s sole cost and expense, to defend the Indemnified Party against such claim or demand; provided, that the Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests or those of actual notice to the Indemnifying Party and such not prejudicial to the Indemnifying Party. If the Indemnifying Party is damaged solely as a result of the failure elects to give notice. No Indemnifying Party, in assume the defense of any such claim or litigationdemand, shallthe Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Party elects not to assume the defense of such claim or demand (or fails to give notice to the Indemnified Party during the Notice Period), except the Indemnified Party shall be entitled to assume the defense of such claim or demand with counsel of its own choice, at the consent expense of each the Indemnifying Party. If the claim or demand is asserted against both the Indemnifying Party and the Indemnified Party and based on the advice of counsel reasonably satisfactory to the Indemnifying Party it is determined that there is a conflict of interest which renders it inappropriate for the same counsel to represent both the Indemnifying Party and the Indemnified Party, consent the Indemnifying Party shall be responsible for paying separate counsel for the Indemnified Party; provided, however, that the Indemnifying Party shall not be responsible for paying for more than one separate firm of attorneys to entry represent all of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by Indemnified Parties, regardless of the claimant or plaintiff number of Indemnified Parties. If the Indemnifying Party elects to such Indemnified Party assume the defense of a release from all liability in respect to such claim or litigation. The reimbursement required demand, (i) no compromise or settlement thereof may be effected by this Section 13 the Indemnifying Party without the Indemnified Party’s written consent (which shall not be made unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by periodic payments during the course of Indemnifying Party and (ii) the investigation Indemnifying Party shall have no liability with respect to any compromise or defense, as and when bills are received or expenses incurredsettlement thereof effected without its written consent (which shall not be unreasonably withheld).

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 ss.2.06 (the "Indemnified Party"indemnified party) shall give notice to the party required to provide indemnification pursuant to this Section 13 ss.2.06 (the "Indemnifying Party"indemnifying party) promptly after such Indemnified Party indemnified party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party indemnifying party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Partyindemnifying party, who shall conduct the defense of such claim or litigation, shall be acceptable to the Indemnified Partyindemnified party, and the Indemnified Party indemnified party may participate in such defense at such party's expense; and provided, further, that the failure by any Indemnified Party indemnified party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party indemnifying party of its obligations under Section 13 this ss.2.06 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party indemnifying party and such Indemnifying Party indemnifying party is damaged solely as a result of the failure to give notice. No Indemnifying Partyindemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Partyindemnified 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 indemnified party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 ss.2.06 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each Promptly after receipt by an indemnified party entitled of notice of the commencement of any action involving a claim referred to indemnification pursuant to in this Section 13 (the "Indemnified Party") shall 10, such indemnified party shall, if a claim in respect thereof is made against an indemnifying party, give written notice to the party required to provide indemnification pursuant to this Section 13 (latter of the "Indemnifying Party") promptly after commencement of such Indemnified Party acquires actual knowledge action. The failure of any claim as indemnified party to which indemnity notify an indemnifying party of any such action shall not (except to the extent such failure shall have prejudiced the indemnifying party) relieve the indemnifying party from any liability in respect of such action that it may have to such indemnified party hereunder. In case any such action is brought against an indemnified party, the indemnifying party shall be sought, entitled to participate in and shall permit the Indemnifying Party (at its expense) to assume the defense of the claims in any such action that are subject or potentially subject to indemnification hereunder, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party and, after written notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be responsible for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof; provided that, if (i) any indemnified party shall have reasonably concluded that there may be one or more legal or equitable defenses available to such indemnified party which are additional to or conflict with those available to the indemnifying party, or that such claim or litigation involves or could have an effect upon matters beyond the scope of the indemnity provided hereunder, or (ii) such action seeks an injunction or equitable relief against any litigation resulting therefrom; provided that counsel for indemnified party or involves actual or alleged criminal activity, the Indemnifying Party, who indemnifying party shall conduct not have the right to assume the defense of such claim or litigationaction on behalf of such indemnified party without such indemnified party’s prior written consent (but, without such consent, shall be acceptable have the right to participate therein with counsel of its choice) and such indemnifying party shall reimburse such indemnified party and any Person controlling such indemnified party for that portion of the fees and expenses of any counsel retained by the indemnified party which is reasonably related to the Indemnified Partymatters covered by the indemnity provided hereunder. If the indemnifying party is not entitled to, and the Indemnified Party may participate in such defense at such party's expense; and providedor elects not to, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under Section 13 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give notice. No Indemnifying Party, in assume the defense of any a claim, it shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such claim or litigation, shall, except indemnifying party 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. The reimbursement required by this Section 13 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurredclaim.

Indemnification Proceedings. Each party Any Person entitled to indemnification pursuant to this Section 13 hereunder (the an "Indemnified Party") shall (i) give prompt written notice to the party required to provide Person from whom such indemnification pursuant to this Section 13 may be sought (the "Indemnifying Party") promptly after such Indemnified Party acquires actual knowledge of any claim as with respect to which indemnity may be soughtit seeks indemnification, and shall permit provided, however, that the failure to so notify the Indemnifying Party shall not relieve it of any obligation or liability which it may have hereunder or otherwise except to the extent it is materially prejudiced by such failure, and (at its expenseii) permit such Indemnifying Party to assume the defense of any such claim or any litigation resulting therefromwith counsel reasonably satisfactory to the Indemnified Party; provided provided, however, that the Indemnified Party shall have the right to select and employ separate counsel for and to participate in the defense of such claim, and the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (A) the Indemnifying PartyParty has agreed in writing to pay such fees or expenses, who (B) the Indemnifying Party shall conduct have failed to assume the defense of such claim or litigation, shall be acceptable within a reasonable time after having received notice of such claim from the Indemnified Party and to employ counsel reasonably satisfactory to the Indemnified Party, and (C) in the reasonable judgment of the Indemnified Party, based upon advice of its counsel, a conflict of interest exists between the Indemnified Party may participate in such defense at such party's expense; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party with respect to such claims or (D) the Indemnified Party has reasonably concluded (based on advice of its obligations under Section 13 except counsel) that there may be legal defenses available to the extent it or other Indemnified Parties that the failure results are different from or in a failure of actual notice addition to those available to the Indemnifying Party and (in which case, if the Indemnified Party notifies the Indemnifying Party in writing that the Indemnified Party elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such claim on behalf of the Indemnified Party). If such defense is assumed by the Indemnifying Party, or if such defense is not assumed by the Indemnifying Party but the Indemnifying Party acknowledges that the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld; provided, that an Indemnifying Party shall not be required to consent to any settlement involving the imposition of equitable remedies or involving the imposition of any material obligations on such Indemnifying Party is damaged solely as a result other than financial obligations for which such Indemnified Party will be indemnified hereunder. If the Indemnifying Party assumes the defense, the Indemnifying Party shall have the right to settle such action without the consent of the failure Indemnified Party; provided, that the Indemnifying Party shall be required to give noticeobtain the consent of the Indemnified Party (which consent shall not be unreasonably withheld) if the settlement includes any admission of wrongdoing on the part of the Indemnified Party or any equitable remedies or restriction on the Indemnified Party or its officers, directors or employees. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, Party shall 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 each Indemnified Party of a an unconditional release from all liability in respect to of such claim or litigation. The reimbursement required An Indemnifying Party (or, as the case may be, Indemnifying Parties) shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time from all Indemnified Parties collectively unless (x) the employment of more than one counsel has been authorized in writing by this Section 13 such Indemnifying Party (or Indemnifying Parties) or (y) a conflict exists or may exist (based on advice of counsel to an Indemnified Party) between such Indemnified Party and other Indemnified Parties, in each of which cases the Indemnifying Party (or Indemnifying Parties) shall be obligated to pay the reasonable fees and expenses of such additional counsel or counsels. The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by periodic payments during the course or on behalf of the investigation Indemnified Party or defenseany officer, as director or controlling Person of such Indemnified Party and when bills are received or expenses incurredshall survive the transfer of Registrable Securities.

Indemnification Proceedings. Each (i) Any party seeking indemnification under this Article (the “indemnified party”) shall forthwith notify the party against whom a Claim for indemnification is sought hereunder (the “indemnifying party”) in writing, which notice, to be delivered in strict accordance with Subsection 13.01 hereof, shall specify, in reasonable detail, the nature and estimated amount of the Claim provided that, in so doing, it may restrict or condition any disclosure in the interest of preserving privileges of importance in any foreseeable litigation. If a Claim by a third party is made against an indemnified party, and if the indemnified party intends to seek indemnity with respect thereto under this Article, the indemnified party shall promptly (and in any case, the later of 15 days of such Claim being made or such Claim coming to the attention of the indemnifying party) notify the indemnifying party of such with reasonable particulars. The indemnifying party shall have 15 days after receipt of either such notice to undertake, conduct and control, through counsel of its own choosing and at its expense, the settlement or defence thereof, and the indemnified party shall co-operate with it in connection therewith; except that with respect to settlements entered into by the indemnifying party (i) the consent of the indemnified party shall be required if the settlement provides for equitable relief against the indemnified party, which consent shall not be unreasonably withheld or delayed; and (ii) the indemnifying party shall obtain the release of the indemnified party. If the indemnifying party undertakes, conducts and controls the settlement or defence of such Claim (i) the indemnifying party shall permit the indemnified party to participate in (subject to the indemnifying party’s right to conduct and control) such settlement or defence through counsel chosen by the indemnified party, provided that the fees and expenses of such counsel shall be borne by the indemnified party; and (ii) the indemnifying party shall promptly reimburse the indemnified party for the full amount of any loss resulting from any Claim and all related expenses (other than the fees and expenses of counsel as aforesaid) incurred by the indemnified party upon the final settlement or adjudication of such claims. The indemnified party shall not pay or settle any Claim so long as the indemnifying party is reasonably contesting any such Claim in good faith on a timely basis. Notwithstanding the two immediately preceding sentences, the indemnified party shall have the right to settle any such Claim, provided that in such event it shall waive any right to indemnity therefor by the indemnifying party. Notwithstanding the foregoing, in the event the indemnified party is ordered to make payment in respect of Claim by a court of competent jurisdiction, such event shall not constitute a waiver of any further rights to indemnity provided in this Article 10. Notwithstanding any of the above, the indemnifying party shall not be entitled to indemnification pursuant to this Section 13 (undertake, conduct or control the "Indemnified Party") shall give notice to the party required to provide indemnification pursuant to this Section 13 (the "Indemnifying Party") promptly after such Indemnified Party acquires actual knowledge settlement or defence of any claim as to which indemnity may be soughtin respect of Taxes and, and shall permit for greater certainty, the Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, indemnified party shall be acceptable entitled to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under Section 13 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give notice. No Indemnifying Party, in the defense of settle 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. The reimbursement required by this Section 13 shall be made by periodic payments during the course of the investigation or defense, as its sole and when bills are received or expenses incurredabsolute discretion.

Indemnification Proceedings. Each Promptly after a party entitled to indemnification indemnified pursuant to this Section 13 Article VI (the "Indemnified PartyIndemnitee") has received notice of or has knowledge of any claim by a person not a party to this Agreement ("third party") or the commencement of any action or proceeding by a third party, the Indemnitee shall promptly, and in any event within 60 days of the assertion of any claim or the discovery of any fact upon which Indemnitee intends to base a claim for indemnification under this Agreement ("Indemnitee Claim"), as a condition precedent to the Indemnitee Claim, give written notice to the party required to provide or parties from whom indemnification pursuant to this Section 13 is sought (the "Indemnifying PartyIndemnitor") promptly after of such Indemnified Party acquires actual knowledge claim by the third party. Such notice shall state the nature and the basis of such claim and a reasonable estimate of the amount thereof. In the event of any claim Indemnitee Claim, Indemnitor, at its option, shall have the right to defend or settle, at its own expense and by its own counsel (which must be reasonably approved by Indemnitee), any such matter so long as the Indemnitor pursues the same in good faith and diligently. If the Indemnitor undertakes to which indemnity may be soughtdefend or settle, it shall promptly notify the Indemnitee of its intention to do so, and the Indemnitee shall permit cooperate with the Indemnifying Party (at Indemnitor and its expense) to assume counsel in the defense thereof and in any settlement thereof. Notwithstanding the foregoing, the Indemnitee shall have the right to participate in any matter through counsel of any claim or any litigation resulting therefromits own choosing at Indemnitee's expense; provided that the Indemnitor's counsel for the Indemnifying Partyshall always be lead counsel and shall determine all litigation and settlement steps, who shall conduct the defense of such claim or litigation, shall be acceptable to the Indemnified Party, strategy and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that the failure by any Indemnified Party to give notice like. Except as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under Section 13 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give notice. No Indemnifying Party, set forth in the defense of any such claim or litigationpreceding sentence, shall, except with after 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 Indemnitor has notified the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.Indemnitee

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 8 (the "Indemnified Party") shall give notice to the party required to provide indemnification pursuant to this Section 13 8 (the "Indemnifying Party") promptly after such Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense of any 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 acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under this Section 13 8 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such failure actually prejudices such Indemnifying Party is damaged solely as a result of the failure to give noticeParty's substantive rights or defenses. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified PartyParty (which consent shall not be unreasonably withheld), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 8 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each party Any Person entitled to indemnification pursuant to this Section 13 hereunder (the an "Indemnified Party") shall (i) give prompt written notice to the party required to provide Person from whom such indemnification pursuant to this Section 13 may be sought (the "Indemnifying Party") promptly after such Indemnified Party acquires actual knowledge of any claim as with respect to which indemnity may be soughtit seeks indemnification, and shall permit provided, however, that the failure to so notify the Indemnifying Party shall not relieve it of any obligation or liability which it may have hereunder or otherwise except to the extent it is materially prejudiced by such failure, and (at its expenseii) permit such Indemnifying Party to assume the defense of any such claim or any litigation resulting therefromwith counsel reasonably satisfactory to the Indemnified Party; provided provided, however, that the Indemnified Party shall have the right to select and employ separate counsel for and to participate in the defense of such claim, and the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (A) the Indemnifying PartyParty has agreed in writing to pay such fees or expenses, who (B) the Indemnifying Party shall conduct have failed to assume the defense of such claim or litigation, shall be acceptable within a reasonable time after having received notice of such claim from the Indemnified Party and to employ counsel reasonably satisfactory to the Indemnified Party, and (C) in the reasonable judgment of the Indemnified Party, based upon advice of its counsel, a conflict of interest exists between the Indemnified Party may participate in such defense at such party's expense; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party with respect to such claims or (D) the Indemnified Party has reasonably concluded (based on advice of its obligations under Section 13 except counsel) that there may be legal defenses available to the extent it or other Indemnified Parties that the failure results are different from or in a failure of actual notice addition to those available to the Indemnifying Party and (in which case, if the Indemnified Party notifies the Indemnifying Party in writing that the Indemnified Party elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such claim on behalf of the Indemnified Party). If such defense is assumed by the Indemnifying Party, or if such defense is not assumed by the Indemnifying Party but the Indemnifying Party acknowledges that the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld; provided, that an Indemnifying Party shall not be required to consent to any settlement involving the imposition of equitable remedies or involving the imposition of any material obligations on such Indemnifying Party is damaged solely as a result other than financial obligations for which such Indemnified Party will be indemnified hereunder. If the Indemnifying Party assumes the defense, the Indemnifying Party shall have the right to settle such action without the consent of the failure Indemnified Party; provided, that the Indemnifying Party shall be required to give noticeobtain the consent of the Indemnified Party (which consent shall not be unreasonably withheld) if the settlement includes any admission of wrongdoing on the part of the Indemnified Party or any equitable remedies or restriction on the Indemnified Party or its officers, directors or employees. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, Party shall 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 each Indemnified Party of a an unconditional release from all liability in respect to of such claim or litigation. The reimbursement required An Indemnifying Party (or, as the case may be, Indemnifying Parties) shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time from all Indemnified Parties collectively unless (x) the employment of more than one counsel has been authorized in writing by this Section 13 such Indemnifying Party (or Indemnifying Parties) or (y) a conflict exists or may exist (based on advice of counsel to an Indemnified Party) between such Indemnified Party and other Indemnified Parties, in each of which cases the Indemnifying party (or Indemnifying Parties) shall be obligated to pay the reasonable fees and expenses of such additional counselor counsels. The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by periodic payments during the course or on behalf of the investigation Indemnified Party or defenseany officer, as director or controlling Person of such Indemnified Party and when bills are received or expenses incurredshall survive the transfer of Registrable Securities.

Indemnification Proceedings. Each Promptly after receipt by an indemnified party entitled of notice of the commencement of any action involving a claim referred to indemnification pursuant to in this Section 13 (the "Indemnified Party") shall 10, such indemnified party shall, if a claim in respect thereof is made against an indemnifying party, give written notice to the party required to provide indemnification pursuant to this Section 13 (latter of the "Indemnifying Party") promptly after commencement of such Indemnified Party acquires actual knowledge action. The failure of any claim as indemnified party to which indemnity notify an indemnifying party of any such action shall not (unless such failure shall have prejudiced the indemnifying party) relieve the indemnifying party from any liability in respect of such action that it may have to such indemnified party hereunder. In case any such action is brought against an indemnified party, the indemnifying party shall be sought, entitled to participate in and shall permit the Indemnifying Party (at its expense) to assume the defense of the claims in any such action that are subject or potentially subject to indemnification hereunder, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after written notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be responsible for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof; provided, that if (i) any indemnified party shall have reasonably concluded that there may be one or more legal or equitable defenses available to such indemnified party which are additional to or conflict with those available to the indemnifying party, or that such claim or litigation involves or could have an effect upon matters beyond the scope of the indemnity provided hereunder, or (ii) such action seeks an injunction or equitable relief against any litigation resulting therefrom; provided that counsel for indemnified party or involves actual or alleged criminal activity, the Indemnifying Party, who indemnifying party shall conduct not have the right to assume the defense of such claim or litigationaction on behalf of such indemnified party without such indemnified party’s prior written consent (but, without such consent, shall be acceptable have the right to participate therein with counsel of its choice) and such indemnifying party shall reimburse such indemnified party and any Person controlling such indemnified party for that portion of the fees and expenses of any counsel retained by the indemnified party which is reasonably related to the Indemnified Partymatters covered by the indemnity provided hereunder. If the indemnifying party is not entitled to, and the Indemnified Party may participate in such defense at such party's expense; and providedor elects not to, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under Section 13 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give notice. No Indemnifying Party, in assume the defense of any a claim, it shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such claim or litigation, shall, except indemnifying party 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. The reimbursement required by this Section 13 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurredclaim.

Indemnification Proceedings. Each Promptly after a party entitled to indemnification indemnified pursuant to this Section 13 Article VI (the "Indemnified PartyIndemnitee") has received notice of or has knowledge of any claim by a person not a party to this Agreement ("third party") or the commencement of any action or proceeding by a third party, the Indemnitee shall promptly, and in any event within 60 days of the assertion of any claim or the discovery of any fact upon which Indemnitee intends to base a claim for indemnification under this Agreement ("Indemnitee Claim"), as a condition precedent to the Indemnitee Claim, give written notice to the party required to provide or parties from whom indemnification pursuant to this Section 13 is sought (the "Indemnifying PartyIndemnitor") promptly after of such Indemnified Party acquires actual knowledge claim by the third party. Such notice shall state the nature and the basis of such claim and a reasonable estimate of the amount thereof. In the event of any claim Indemnitee Claim, Indemnitor, at its option, shall have the right to defend or settle, at its own expense and by its own counsel, any such matter so long as the Indemnitor pursues the same in good faith and diligently. If the Indemnitor undertakes to which indemnity may be soughtdefend or settle, it shall promptly notify the Indemnitee of its intention to do so, and the Indemnitee shall permit cooperate with the Indemnifying Party (at Indemnitor and its expense) to assume counsel in the defense thereof and in any settlement thereof. Notwithstanding the foregoing, the Indemnitee shall have the right to participate in any matter through counsel of any claim or any litigation resulting therefromits own choosing at Indemnitor's own expense; provided that the Indemnitor's counsel shall always be lead counsel and shall determine all litigation and settlement steps, strategy and the like. Except as set forth in the preceding sentence, after the Indemnitor has notified the Indemnitee of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying PartyIndemnitor diligently pursues such defense, who the Indemnitor shall conduct not be liable for any additional legal expenses incurred by the Indemnitee in connection with any defense or settlement of such claim or litigationasserted liability, shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under Section 13 except to the extent that such participation is requested by the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give notice. No Indemnifying PartyIndemnitor, in which event the defense Indemnitee shall be reimbursed by the Indemnitor for reasonable additional legal expenses, out-of-pocket expenses and allocable share of employee compensation incurred in connection with such participation for any employee whose participation is so requested. If the Indemnitor desires to accept a final and complete settlement of any such third party claim and the Indemnitee refuses to consent to any such settlement which contains a complete and irrevocable release of Indemnitee of all current and future claims related to or litigationarising out of the matter in dispute, shallthen the Indemnitor's liability under this Section with respect to such third party claim shall be limited to the amount so offered in settlement by said third party. If the Indemnitor does not undertake to defend such matter to which the Indemnitee is entitled to indemnification hereunder, except with or fails diligently to pursue such defense, the Indemnitee may undertake such defense through counsel of its choice, at the cost and expense of the Indemnitor, and the Indemnitee may settle such matter, without the consent of each Indemnified Partythe Indemnitor, consent to entry of and the Indemnitor shall immediately reimburse the Indemnitee for the amount paid in such settlement and any judgment other liabilities or enter into any settlement which does not include as an unconditional term thereof the giving expenses incurred (including all legal fees and expenses) by the claimant or plaintiff to Indemnitee in connection therewith as such Indemnified Party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 shall be made by periodic payments during the course of the investigation or defenseamounts, as liabilities, expenses and when bills fees are received or expenses incurred.

Indemnification Proceedings. Each In the event that any claim or demand for which a party entitled (an "Indemnifying Party"), would be liable to indemnification pursuant to this the other party under Section 13 11.2 or Section 11.3 (the an "Indemnified Party") shall give notice is asserted against or sought to the party required to provide indemnification pursuant to this Section 13 (the "Indemnifying Party") promptly after such be collected from an Indemnified Party acquires actual knowledge of any claim as to which indemnity may be soughtby a third party, and the Indemnified Party shall permit with reasonable promptness notify the Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigationdemand, shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that but the failure by any Indemnified so to notify the Indemnifying Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under Section 13 this Article XI, except to the extent the Indemnifying Party demonstrates that the failure results defense of such claim or demand is materially prejudiced thereby. The Indemnifying Party shall have 30 days from receipt of the above notice from the Indemnified Party (in a failure this Section 11.4, the "Notice Period") to notify the Indemnified Party whether or not the Indemnifying Party desires, at the Indemnifying Party's sole cost and expense, to defend the Indemnified Party against such claim or demand; provided, that the Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests or those of actual notice to the Indemnifying Party and such not prejudicial to the Indemnifying Party. If the Indemnifying Party is damaged solely as a result of the failure elects to give notice. No Indemnifying Party, in assume the defense of any such claim or litigationdemand, shallthe Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Party elects not to assume the defense of such claim or demand (or fails to give notice to the Indemnified Party during the Notice Period), except the Indemnified Party shall be entitled to assume the defense of such claim or demand with counsel of its own choice, at the consent expense of each the Indemnifying Party. If the claim or demand is asserted against both the Indemnifying Party and the Indemnified Party and based on the advice of counsel reasonably satisfactory to the Indemnifying Party it is determined that there is a conflict of interest which renders it inappropriate for the same counsel to represent both the Indemnifying Party and the Indemnified Party, consent the Indemnifying Party shall be responsible for paying separate counsel for the Indemnified Party; provided, however, that the Indemnifying Party shall not be responsible for paying for more than one separate firm of attorneys to entry represent all of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by Indemnified Parties, regardless of the claimant or plaintiff number of Indemnified Parties. If the Indemnifying Party elects to such Indemnified Party assume the defense of a release from all liability in respect to such claim or litigation. The reimbursement required demand, (i) no compromise or settlement thereof may be effected by this Section 13 the Indemnifying Party without the Indemnified Party's written consent (which shall not be made unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by periodic payments during the course of Indemnifying Party and (ii) the investigation Indemnifying Party shall have no liability with respect to any compromise or defense, as and when bills are received or expenses incurredsettlement thereof effected without its written consent (which shall not be unreasonably withheld).

Indemnification Proceedings. Each In the event that any claim or demand for which a party entitled hereto (an “Indemnifying Party”), would be liable to indemnification pursuant to this Section 13 the other party hereto under Article 9 (the "an “Indemnified Party"”) shall give notice is asserted against or sought to the party required to provide indemnification pursuant to this Section 13 (the "Indemnifying Party") promptly after such be collected from an Indemnified Party acquires actual knowledge of any claim as to which indemnity may be soughtby a third party, and the Indemnified Party shall permit with reasonable promptness notify the Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigationdemand, shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that but the failure by any Indemnified so to notify the Indemnifying Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under Section 13 this Article 9, except to the extent the Indemnifying Party demonstrates that the failure results defense of such claim or demand is materially prejudiced thereby. The Indemnifying Party shall have thirty (30) days from receipt of the above notice from the Indemnified Party (in a failure this Section 9.10, the “Notice Period”) to notify the Indemnified Party whether or not the Indemnifying Party desires, at the Indemnifying Party’s sole cost and expense, to defend the Indemnified Party against such claim or demand; provided, that the Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests or those of actual notice to the Indemnifying Party and such that is not prejudicial to the Indemnifying Party. If the Indemnifying Party is damaged solely as a result of the failure elects to give notice. No Indemnifying Party, in assume the defense of any such claim or litigationdemand, shallthe Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Party elects not to assume the defense of such claim or demand (or fails to give notice to the Indemnified Party during the Notice Period), except the Indemnified Party shall be entitled to assume the defense of such claim or demand with counsel of its own choice, at the consent expense of each the Indemnifying Party. If the claim or demand is asserted against both the Indemnifying Party and the Indemnified Party and based on the advice of counsel reasonably satisfactory to the Indemnifying Party it is determined that there is a conflict of interest which renders it inappropriate for the same counsel to represent both the Indemnifying Party and the Indemnified Party, consent the Indemnifying Party shall be responsible for paying separate counsel for the Indemnified Party; provided, however, that the Indemnifying Party shall not be responsible for paying for more than one separate firm of attorneys to entry represent all of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by Indemnified Parties, regardless of the claimant or plaintiff number of Indemnified Parties. If the Indemnifying Party elects to such Indemnified Party assume the defense of a release from all liability in respect to such claim or litigation. The reimbursement required demand, (i) no compromise or settlement thereof may be effected by this Section 13 the Indemnifying Party without the Indemnified Party’s written consent (which shall not be made unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by periodic payments during the course of Indemnifying Party and (ii) the investigation Indemnifying Party shall have no liability with respect to any compromise or defense, as and when bills are received or expenses incurredsettlement thereof effected without its written consent (which shall not be unreasonably withheld).

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 12.8 (the "Indemnified Party"indemnified party) shall give notice to the party required to provide indemnification pursuant to this Section 13 12.8 (the "Indemnifying Party"indemnifying party) promptly after such Indemnified Party indemnified party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party indemnifying party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Partyindemnifying party, who shall conduct the defense of such claim or litigation, shall be acceptable to the Indemnified Partyindemnified party, and the Indemnified Party indemnified party may participate in such defense at such party's expense; and provided, further, that the failure by any Indemnified Party indemnified party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party indemnifying party of its obligations under this Section 13 12.8 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party indemnifying party and such Indemnifying Party indemnifying party is damaged solely as a result of the failure to give notice. No Indemnifying Partyindemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Partyindemnified 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 indemnified party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 12.8 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each (a) Any Party seeking indemnification under this Article Eight ("the indemnified party entitled to indemnification pursuant to this Section 13 (the "Indemnified Party") shall give forthwith notify the Party against whom a claim for indemnification is sought hereunder ("the indemnifying party ) in writing, which notice shall specify, In reasonable detail, the nature and estimated amount of the claim. If a claim by a third party is made against an indemnified party, and if the indemnified party intends to seek indemnity with respect thereto under this article Eight, the indemnified party shall promptly (and In any case within 30 days of such claim being made) notify the indemnifying party of such with reasonable particulars. The Indemnifying party shall have 30 days after receipt of such notice to the party required to provide indemnification pursuant to this Section 13 (the "Indemnifying Party") promptly after such Indemnified Party acquires actual knowledge undertake, conduct and control, through counsel of any claim as to which indemnity may be sought, its own choosing and shall permit the Indemnifying Party (at its expense, the settlement or defense thereof, and the indemnified party shall cooperate with it in connection therewith; provided, however, that with respect to settlements entered into by the indemnifying party (i) to assume the defense consent of any claim the indemnified party shall be required if the settlement provides for equitable relief against the indemnified party, which consent shall not be unreasonably withheld or any litigation resulting therefromdelayed; provided that counsel for and (ii) the Indemnifying Partyindemnifying party shall obtain the release of the indemnified party. If the indemnifying party shall undertakes, who shall conduct conducts and controls the settlement or defense of such claim or litigation, (i) the indemnifying party shall be acceptable permit the indemnified party to the Indemnified Party, and the Indemnified Party may participate in such settlement or defense at such through counsel chosen by the indemnified party's expense; , and provided, further, that (ii) the failure indemnifying party shall promptly reimburse the indemnified party for the full amount of any loss resulting from any claim and all related expenses (other than the fees and expenses of counsel as aforesaid) incurred by any Indemnified Party to give notice as provided in this paragraph (c) the indemnified party. The indemnified party shall not relieve pay or settle any claim so long as the Indemnifying Party of its obligations under Section 13 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party indemnifying party is damaged solely as a result of the failure to give notice. No Indemnifying Party, in the defense of reasonably contesting any such claim in good faith on a timely basis. Notwithstanding the two immediately preceding sentences, the indemnified party shall have the right to settle any such claim, provided that in such event it shall waive any right to indemnity therefore 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. The reimbursement required by this Section 13 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurredindemnifying party.

Indemnification Proceedings. Each party entitled to (1) Any Party seeking indemnification pursuant to under this Article (save and except for indemnification claims under the provisions of Section 13 8.05, the procedure for which shall be governed by the provisions thereof) (the "Indemnified Partyindemnified party") shall give notice to forthwith notify the party required to provide Party against whom a claim for indemnification pursuant to this Section 13 is sought hereunder (the "Indemnifying Partyindemnifying party") promptly after such Indemnified Party acquires actual knowledge in writing, which notice shall specify, in reasonable detail, the nature and estimated amount of any the claim. If a claim as to which indemnity may be soughtby a third party is made against an indemnified party, and if the indemnified party intends to seek indemnity with respect thereto under this Article, the indemnified party shall promptly (and in any case within 30 days of such claim being made) notify the indemnifying party of such with reasonable particulars. The indemnifying party shall have thirty (30) days after receipt of such notice to undertake, conduct and control, through counsel of its own choosing and at its expense, the settlement or defence thereof, and the indemnified party shall cooperate with it in connection therewith; except that with respect to settlements entered into by the indemnifying party (i) the consent of the indemnified party shall be required if the settlement provides for equitable relief against the indemnified party, which consent shall not be unreasonably withheld or delayed; and (ii) the indemnifying party shall obtain the release of the indemnified party. If the indemnifying party undertakes, conducts and controls the settlement or defence of such claim (i) the indemnifying party shall permit the Indemnifying Party (at its expense) indemnified party to assume the defense of any 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 acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at settlement or defence through counsel chosen by the indemnified party, provided that the fees and expenses of such counsel shall be borne by the indemnified party's expense; and provided, further, that (ii) the failure indemnifying party shall promptly reimburse the indemnified party for the full amount of any loss resulting from any claim and all related expenses (other than the fees and expenses of counsel as aforesaid) incurred by any Indemnified Party to give notice as provided in this paragraph (c) the indemnified party. The indemnified party shall not relieve pay or settle any claim so long as the Indemnifying Party of its obligations under Section 13 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party indemnifying party is damaged solely as a result of the failure to give notice. No Indemnifying Party, in the defense of reasonably contesting any such claim in good faith on a timely basis. Notwithstanding the two immediately preceding sentences, the indemnified party shall have the right to pay or litigationsettle any such claim, shall, except with the consent of each Indemnified Party, consent provided that in such event it shall waive any right to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving indemnity therefor by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurredindemnifying party.

Indemnification Proceedings. Each party Any Person entitled to indemnification under Section 6.1 or Section 6.2 agrees to give prompt written notification to the indemnifying party after the receipt by such indemnified party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which such indemnified party may claim indemnification or contribution pursuant to this Agreement; provided, that failure to give such notification shall not affect the obligations of the indemnifying party pursuant to Section 13 (the "Indemnified Party") shall give notice 6.1, Section 6.2 or Section 6.4 except to the extent the indemnifying party required to provide indemnification pursuant to this Section 13 (the "Indemnifying Party") promptly after such Indemnified Party acquires actual knowledge of any claim shall have been actually prejudiced as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense a result of such claim or litigation, shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expensefailure; and provided, further, that if the failure by any Indemnified Party indemnified party shall fail to give provide such notice as provided in this paragraph (c) to the indemnifying party, then the indemnifying party shall not relieve be required to pay the Indemnifying Party costs and expenses of its obligations under Section 13 except such indemnified party incurred by such indemnified party during the period commencing on the date such indemnified party was required to provide such notice to the indemnifying party and ending on the date that the indemnifying party has knowledge of such action, suit, proceeding or investigation. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the failure results defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under these indemnification provisions for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party a failure conflict of actual notice interest is likely to exist, based on the written opinion of counsel, between such indemnified party and any other of such indemnified parties with respect to such claim. In the event of such a conflict of interest, the indemnifying party shall not be liable for the fees and expenses of (a) more than one counsel for all Holders of Registrable Securities who are indemnified parties, which counsel shall be selected by the Holders of a majority of the Registrable Securities covered by the applicable Registration Statement who are indemnified parties (and which selection shall be reasonably satisfactory to the Indemnifying Party Company), (b) more than one counsel for any underwriters or (c) more than one counsel for the Company in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such Indemnifying Party is damaged solely as indemnifying party with respect to such claims, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a result conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. In the event of such a conflict of interest, the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels; provided, that the indemnifying party shall not be liable for the fees and expenses of (x) more than one counsel for all Holders of Registrable Securities who are indemnified parties, which counsel shall be selected by the Holders of a majority of the failure Registrable Securities covered by the applicable Registration Statement who are indemnified parties (and which selection shall be reasonably satisfactory to give noticethe Company), (y) more than one counsel for any underwriters or (z) more than one counsel for the Company in connection with any one action or separate but similar or related actions. No Indemnifying Partyindemnifying party, in the defense of any such claim action, suit, proceeding or litigationinvestigation, shall, except with the consent of each Indemnified Partyindemnified party, consent to the entry of any judgment or enter entry into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party indemnified party of a release from all liability in respect to such claim action, suit, proceeding or litigationinvestigation to the extent the same is covered by the indemnity obligations set forth in Section 6.1 or Section 6.2. The reimbursement required by this Section 13 No indemnified party shall consent to entry of any judgment or enter into any settlement without the consent of each indemnifying party, which consent shall not be made by periodic payments during the course of the investigation unreasonably withheld or defense, as and when bills are received or expenses incurreddelayed.

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 6 (the "Indemnified PartyINDEMNIFIED PARTY") shall give notice to the party required to provide indemnification pursuant to this Section 13 6.7 (the "Indemnifying PartyINDEMNIFYING PARTY") promptly after such Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided PROVIDED that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and providedPROVIDED, furtherFURTHER, that the failure by any Indemnified Party to give notice as provided in this paragraph (cC) shall not relieve the Indemnifying Party of its obligations under this Section 13 6.7 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the 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 litigationlitigation and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party so long as the Indemnifying Party has, in writing, acknowledged in writing its obligation to indemnify and is in compliance with all of its obligations hereunder to indemnify the Indemnified Party for all amounts in connection with such claim or litigation and which consent shall not be unreasonably withheld. The reimbursement required by this Section 13 6 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 8 (the "Indemnified Partyindemnified party") shall give notice to the party required to provide indemnification pursuant to this Section 13 8 (the "Indemnifying Partyindemnifying party") promptly after such Indemnified Party indemnified party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party indemnifying party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Partyindemnifying party, who shall conduct the defense of such claim or litigation, shall be reasonably acceptable to the Indemnified Partyindemnified party, and the Indemnified Party indemnified party may participate in such defense at such the indemnified party's expense; and provided, further, that the failure by any Indemnified Party indemnified party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party indemnifying party of its obligations under this Section 13 8 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party indemnifying party and such Indemnifying Party indemnifying party is damaged prejudiced solely as a result of the failure to give notice. No Indemnifying Partyindemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Partyindemnified 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 indemnified party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 8 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 8 (the "Indemnified Partyindemnified party") shall give notice to the party required to provide indemnification pursuant to this Section 13 8 (the "Indemnifying Partyindemnifying party") promptly after such Indemnified Party indemnified party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party indemnifying party (at its expense), upon written notice to the indemnified party within thirty (30) days after receipt of the indemnified party's notice, to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Partyindemnifying party, who shall conduct the defense of such claim or litigation, shall be reasonably acceptable to the Indemnified Partyindemnified party (unless objected to within ten (10) days after the indemnifying party's notice, such counsel shall be deemed acceptable), and the Indemnified Party indemnified party may participate in such defense at such the indemnified party's expense; and provided, further, that (i) the failure by any Indemnified Party indemnified party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party indemnifying party of its obligations under this Section 13 8 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party indemnifying party and such Indemnifying Party indemnifying party is damaged materially prejudiced solely as a result of the failure to give notice and (ii) in the event of any failure of the indemnifying party to retain counsel to assume the defense of such claim or litigation within thirty (30) days after receipt of the indemnified party's notice, the indemnified party may retain such counsel at the indemnifying party's expense. No Indemnifying Partyindemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Partyindemnified 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 indemnified party of a release from all liability in respect to such claim or litigationlitigation or which includes an admission of fault by the indemnified party or the entry of any injunction against the indemnified party. The reimbursement required by this Section 13 8 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 (8.3.1 In the "Indemnified Party") event that any legal proceeding shall give notice to the party required to provide indemnification pursuant to this Section 13 (the "Indemnifying Party") promptly after such Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense of instituted or any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, demand shall be acceptable to asserted (individually and collectively, a “Claim”) by any person or entity in respect of which payment may be sought under this Section 8, the Indemnified Party, and the Purchaser Indemnified Party may participate in such defense at such party's expenseshall reasonably and promptly cause written notice (a “Claim Notice”) of the assertion of any Claim of which it has knowledge which is covered by this indemnity to be delivered to Seller; and provided, furtherhowever, that the failure by any of the Purchaser Indemnified Party to give notice as provided in this paragraph (c) the Claim Notice shall not relieve the Indemnifying Party of its release, waive or otherwise affect Seller’s obligations under Section 13 with respect thereto, except to the extent that the failure results in a failure of Seller can demonstrate actual notice to the Indemnifying Party loss and such Indemnifying Party is damaged solely material prejudice as a result of such failure. If Seller shall notify the failure Purchaser Indemnified Party in writing within ten (10) business days (or sooner, if the nature of the Claim so requires) of delivery of such Claim Notice that Seller shall be obligated under the terms of its indemnity hereunder in connection with such lawsuit or action, then Seller shall be entitled, if it so elects at its own cost, risk and expense, (i) to give notice. No Indemnifying Partytake control of the defense and investigation of such lawsuit or action, (ii) to employ and engage attorneys of its own choice, but, in any event, reasonably acceptable to the defense of any such claim or litigation, shall, except with the consent of each Purchaser Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof handle and defend the giving by same unless the claimant or plaintiff named parties to such action or proceeding (including any impleaded parties) include both Seller and the Purchaser Indemnified Party of a release from all liability and the Purchaser Indemnified Party has been advised in respect writing by counsel that there may be one or more material legal defenses available to such claim indemnified party that are different from or litigation. The reimbursement required by this Section 13 additional to those available to Seller, in which event the Purchaser Indemnified Party shall be entitled, at Seller’s cost, risk and expense, to select a single firm of separate counsel (plus any necessary local counsel), all at reasonable cost, of its own choosing, reasonably acceptable to Seller and (iii) to compromise or settle such lawsuit or action, which compromise or settlement shall be made by periodic payments during only with the course prior written consent of the investigation Purchaser Indemnified Party, such consent not to be unreasonably withheld or defense, as and when bills are received or expenses incurreddelayed.

Indemnification Proceedings. Each party entitled to (1) Any Party seeking indemnification pursuant to under this Section 13 Article (the "Indemnified Partyindemnified party") shall give notice to forthwith notify the party required to provide Party against whom a Claim for indemnification pursuant to this Section 13 is sought hereunder (the "Indemnifying Partyindemnifying party") promptly after such Indemnified Party acquires actual knowledge in writing, which notice shall specify, in reasonable detail, the nature and estimated amount of any claim as to which indemnity may be soughtthe Claim. If a Claim by a third party is made against an indemnified party, and if the indemnified party intends to seek indemnity with respect thereto under this Article, the indemnified party shall promptly (and in any case within 30 days of such Claim being made) notify the indemnifying party of such with reasonable particulars. The indemnifying party shall have 30 days after receipt of such notice to undertake, conduct and control, through counsel of its own choosing and at its expense, the settlement or defence thereof, and the indemnified party shall cooperate with it in connection therewith; except that with respect to settlements entered into by the indemnifying party (i) the consent of the indemnified party shall be required if the settlement provides for equitable relief against the indemnified party, which consent shall not be unreasonably withheld or delayed; and (ii) the indemnifying party shall obtain the release of the indemnified party. If the indemnifying party undertakes, conducts and controls the settlement or defence of such Claim (i) the indemnifying party shall permit the Indemnifying Party (at its expense) indemnified party to assume the defense of any 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 acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at settlement or defence through counsel chosen by the indemnified party, provided that the fees and expenses of such counsel shall be borne by the indemnified party's expense; and provided, further, that (ii) the failure indemnifying party shall promptly reimburse the indemnified party for the full amount of any loss resulting from any Claim and all related expenses (other than the fees and expenses of counsel as aforesaid) incurred by any Indemnified Party to give notice as provided in this paragraph (c) the indemnified party. The indemnified party shall not relieve pay or settle any Claim so long as the Indemnifying Party of its obligations under Section 13 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party indemnifying party is damaged solely as a result of the failure to give notice. No Indemnifying Party, in the defense of reasonably contesting any such claim Claim in good faith on a timely basis. Notwithstanding the two immediately preceding sentences, the indemnified party shall have the right to pay or litigationsettle any such Claim, shall, except with the consent of each Indemnified Party, consent provided that in such event it shall waive any right to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving indemnity therefor by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurredindemnifying party.

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 8 (the "“Indemnified Party"”) shall give notice to the party required to provide indemnification pursuant to this Section 13 8 (the "“Indemnifying Party"”) promptly after such Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense and settlement of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, Party who shall conduct the defense of such claim or litigation, litigation shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's ’s expense; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under this Section 13 8 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the 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. The reimbursement required by this Section 13 8 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each party entitled to (a) Any Party seeking indemnification pursuant to under this Section 13 Article Eight (the "Indemnified Partyindemnified party") shall give notice to forthwith notify the party required to provide Party against whom a claim for indemnification pursuant to this Section 13 is sought hereunder (the "Indemnifying Partyindemnifying party") promptly after such Indemnified Party acquires actual knowledge in writing, which notice shall specify, in reasonable detail, the nature and estimated amount of any the claim. If a claim as to which indemnity may be soughtby a third party is made against an indemnified party, and if the indemnified party intends to seek indemnity with respect thereto under this Article Eight, the indemnified party shall permit promptly (and in any case within 30 days of such claim being made) notify the Indemnifying Party (indemnifying party of such with reasonable particulars. The indemnifying party shall have 30 days after receipt of such notice to undertake, conduct and control, through counsel of its own choosing and at its expense, the settlement or defense thereof, and the indemnified party shall co-operate with it in connection therewith; provided, however, that with respect to settlements entered into by the indemnifying party (i) to assume the defense consent of any claim the indemnified party shall be required if the settlement provides for equitable relief against the indemnified party, which consent shall not be unreasonably withheld or any litigation resulting therefromdelayed; provided that counsel for and (ii) the Indemnifying Partyindemnifying party shall obtain the release of the indemnified party. If the indemnifying party undertakes, who shall conduct conducts and controls the settlement or defense of such claim or litigation, (i) the indemnifying party shall be acceptable permit the indemnified party to the Indemnified Party, and the Indemnified Party may participate in such settlement or defense at such through counsel chosen by the indemnified party's expense; , and provided, further, that (ii) the failure indemnifying party shall promptly reimburse the indemnified party for the full amount of any loss resulting from any claim and all related expenses (other than the fees and expenses of counsel as aforesaid) incurred by any Indemnified Party to give notice as provided in this paragraph (c) the indemnified party. The indemnified party shall not relieve pay or settle any claim so long as the Indemnifying Party of its obligations under Section 13 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party indemnifying party is damaged solely as a result of the failure to give notice. No Indemnifying Party, in the defense of reasonably contesting any such claim in good faith on a timely basis. Notwithstanding the two immediately preceding sentences, the indemnified party shall have the right to pay or litigationsettle any such claim, shall, except with the consent of each Indemnified Party, consent provided that in such event it shall waive any right to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving indemnity therefor by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurredindemnifying party.

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 9 (the "“Indemnified Party"”) shall give notice to the party required to provide indemnification pursuant to this Section 13 9 (the "“Indemnifying Party"”) promptly after such Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense of any 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 reasonably acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's ’s expense; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under this Section 13 9, except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the actually prejudiced by 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 litigationlitigation and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party so long as the Indemnifying Party has, in writing, acknowledged in writing its obligation to indemnify and is in compliance with all of its obligations hereunder to indemnify the Indemnified Party for all amounts in connection with such claim or litigation and which consent shall not be unreasonably withheld. If the defendants in any action subject to this Section 9 include both the Indemnified Party and the Indemnifying Party, or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party (other than solely by reason of the Indemnified Party seeking indemnification from the Indemnifying Party hereunder), the Indemnified Party shall have the right to select a separate counsel and to assume the defense and otherwise participate in the defense of such action, with the fees and expenses of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party if (i) the Indemnifying Party voluntarily agrees, (ii) the Indemnifying Party shall have failed promptly to assume the defense of such proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in such proceeding, (iii) the Indemnified Party or the Indemnifying Party shall have been advised by counsel that a conflict of interest exists if the same counsel were to represent both such parties or (iv) it is determined by a court of competent jurisdiction, to be responsible therefor in accordance with the provisions of this Section 9, or there is a settlement of the action under circumstances in which the Indemnifying Party indemnifies the Indemnified Party in accordance with the provisions of this Section 9. The reimbursement required by this Section 13 9 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each In the event that any claim or demand for which a party entitled (an “Indemnifying Party”), would be liable to indemnification pursuant to this the another party under Section 13 12.2, Section 12.3 or Section 12.4 (the "an “Indemnified Party"”) shall give notice is asserted against or sought to the party required to provide indemnification pursuant to this Section 13 (the "Indemnifying Party") promptly after such be collected from an Indemnified Party acquires actual knowledge of any claim as to which indemnity may be soughtby a third party, and the Indemnified Party shall permit with reasonable promptness notify the Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigationdemand, shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that but the failure by any Indemnified so to notify the Indemnifying Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under Section 13 this Article XII, except to the extent the Indemnifying Party demonstrates that the failure results defense of such claim or demand is materially prejudiced thereby. The Indemnifying Party shall have 30 days from receipt of the above notice from the Indemnified Party (in a failure this Section 12.5, the “Notice Period”) to notify the Indemnified Party whether or not the Indemnifying Party desires, at the Indemnifying Party’s sole cost and expense, to defend the Indemnified Party against such claim or demand; provided, that the Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests or those of actual notice to the Indemnifying Party and such not prejudicial to the Indemnifying Party. If the Indemnifying Party is damaged solely as a result of the failure elects to give notice. No Indemnifying Party, in assume the defense of any such claim or litigationdemand, shallthe Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Party elects not to assume the defense of such claim or demand (or fails to give notice to the Indemnified Party during the Notice Period), except the Indemnified Party shall be entitled to assume the defense of such claim or demand with counsel of its own choice, at the consent expense of each the Indemnifying Party. If the claim or demand is asserted against both the Indemnifying Party and the Indemnified Party and based on the advice of counsel reasonably satisfactory to the Indemnifying Party it is determined that there is a conflict of interest which renders it inappropriate for the same counsel to represent both the Indemnifying Party and the Indemnified Party, consent the Indemnifying Party shall be responsible for paying separate counsel for the Indemnified Party; provided, however, that the Indemnifying Party shall not be responsible for paying for more than one separate firm of attorneys to entry represent all of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by Indemnified Parties, regardless of the claimant or plaintiff number of Indemnified Parties. If the Indemnifying Party elects to such Indemnified Party assume the defense of a release from all liability in respect to such claim or litigation. The reimbursement required demand, (i) no compromise or settlement thereof may be effected by this Section 13 the Indemnifying Party without the Indemnified Party’s written consent (which shall not be made unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by periodic payments during the course of Indemnifying Party and (ii) the investigation Indemnified Party shall have no liability with respect to any compromise or defense, as and when bills are received or expenses incurredsettlement thereof effected without its written consent (which shall not be unreasonably withheld).

Indemnification Proceedings. Each party entitled to --------------------------- indemnification pursuant to this Section 13 (the "Indemnified Party") shall give notice to the party required to provide indemnification pursuant to this Section 13 (the "Indemnifying Party") promptly after such Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense of any 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 acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (cR) shall not relieve the Indemnifying Party of its obligations under Section 13 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the 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. The reimbursement required by this Section 13 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 8 (the "Indemnified Party") shall give notice to the party required to provide indemnification pursuant to this Section 13 8 (the "Indemnifying Party") promptly after such Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense of any 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 acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under Section 13 8 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the 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. The reimbursement required by this Section 13 8 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 (the "Indemnified Party") shall give Promptly after receipt by any Indemnitee of notice to the party required to provide indemnification pursuant to this Section 13 (the "Indemnifying Party") promptly after such Indemnified Party acquires actual knowledge of any demand, claim as or circumstances which would or might give rise to a claim or the commencement of any action, proceeding or investigation in respect of which indemnity may be soughtsought pursuant to Section 7.1, such Indemnitee shall promptly notify the Indemnifying Party in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnitee, and shall permit the Indemnifying Party (at its expense) to assume the defense payment of any claim or any litigation resulting therefromall fees and expenses; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, furtherhowever, that the failure by of any Indemnified Indemnitee so to notify the Indemnifying Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under Section 13 hereunder except to the extent that the Indemnifying Party is actually and materially prejudiced by such failure results in a failure to notify. In any such proceeding, any Indemnitee shall have the right to retain its own counsel, but the fees and expenses of actual notice to such counsel shall be at the expense of such Indemnitee unless: (i) the Indemnifying Party and the Indemnitee shall have mutually agreed to the retention of such counsel; (ii) the Indemnifying Party is damaged solely as a result of the failure shall have failed promptly to give notice. No Indemnifying Party, in assume the defense of such proceeding and to employ counsel reasonably satisfactory to such Indemnitee in such proceeding; or (iii) in the reasonable judgment of counsel to such Indemnitee, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not be liable for any such claim settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, delayed or litigation, shall, except with conditioned. Without the prior written consent of each the Indemnitee, which consent shall not be unreasonably withheld, delayed or conditioned, the Indemnifying Party shall not effect any settlement of any pending or threatened proceeding in respect of which any Indemnitee is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, consent to entry of any judgment or enter into any unless such settlement which does not include as includes an unconditional term thereof the giving by the claimant or plaintiff to release of such Indemnified Party of a release Indemnitee from all liability in respect to arising out of such claim or litigation. The reimbursement required by this Section 13 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurredproceeding.

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 8 (the "“Indemnified Party"”) shall give notice to the party required to provide indemnification pursuant to this Section 13 8 (the "“Indemnifying Party"”) promptly after such Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense of any 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 reasonably acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's ’s expense; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under this Section 13 8 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the 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 litigationlitigation and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party so long as the Indemnifying Party has, in writing, acknowledged in writing its obligation to indemnify and is in compliance with all of its obligations hereunder to indemnify the Indemnified Party for all amounts in connection with such claim or litigation and which consent shall not be unreasonably withheld. If the defendants in any action subject to this Section 8 include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have reasonably determined that there may be reasonable defenses available to it which are different from or additional to those available to the Indemnifying Party, or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party (other than solely by reason of the Indemnified Party seeking indemnification from the Indemnifying Party hereunder), the Indemnified Party shall have the right to select a separate counsel and to assume the defense and otherwise participate in the defense of such action, with the fees and expenses of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party, but only to the extent that the Indemnifying Party voluntarily agrees, or is determined by a court of competent jurisdiction, to be responsible therefor in accordance with the provisions of this Section 8, or there is a settlement of the action under circumstances in which the Indemnifying Party indemnifies the Indemnified Party in accordance with the provisions of this Section 8. The reimbursement required by this Section 13 8 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each party entitled to (1) Any Party seeking indemnification pursuant to under this Article (save and except for indemnification claims under the provisions of Section 13 8.05, the procedure for which shall be governed by the provisions thereof) (the "Indemnified Partyindemnified party") shall give notice to forthwith notify the party required to provide Party against whom a claim for indemnification pursuant to this Section 13 is sought hereunder (the "Indemnifying Partyindemnifying party") promptly after such Indemnified Party acquires actual knowledge in writing, which notice shall specify, in reasonable detail, the nature and estimated amount of any the claim. If a claim as to which indemnity may be soughtby a third party is made against an indemnified party, and if the indemnified party intends to seek indemnity with respect thereto under this Article, the indemnified party shall promptly (and in any case within 30 days of such claim being made) notify the indemnifying party of such with reasonable particulars. The indemnifying party shall have 30 days after receipt of such notice to undertake, conduct and control, through counsel of its own choosing and at its expense, the settlement or defence thereof, and the indemnified party shall cooperate with it in connection therewith; except that with respect to settlements entered into by the indemnifying party (i) the consent of the indemnified party shall be required if the settlement provides for equitable relief against the indemnified party, which consent shall not be unreasonably withheld or delayed; and (ii) the indemnifying party shall obtain the release of the indemnified party. If the indemnifying party undertakes, conducts and controls the settlement or defence of such claim (i) the indemnifying party shall permit the Indemnifying Party (at its expense) indemnified party to assume the defense of any 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 acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at settlement or defence through counsel chosen by the indemnified party, provided that the fees and expenses of such counsel shall be borne by the indemnified party's expense; and provided, further, that (ii) the failure indemnifying party shall promptly reimburse the indemnified party for the full amount of any loss resulting from any claim and all related expenses (other than the fees and expenses of counsel as aforesaid) incurred by any Indemnified Party to give notice as provided in this paragraph (c) the indemnified party. The indemnified party shall not relieve pay or settle any claim so long as the Indemnifying Party of its obligations under Section 13 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party indemnifying party is damaged solely as a result of the failure to give notice. No Indemnifying Party, in the defense of reasonably contesting any such claim in good faith on a timely basis. Notwithstanding the two immediately preceding sentences, the indemnified party shall have the right to pay or litigationsettle any such claim, shall, except with the consent of each Indemnified Party, consent provided that in such event it shall waive any right to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving indemnity therefor by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurredindemnifying party.

Indemnification Proceedings. Each party entitled In the event any Claim for which a Party (an “Indemnifying Party”) would be liable to indemnification pursuant to this Section 13 another Party (the "an “Indemnified Party"”) shall give notice under Section 11.2, Section 11.3 or Section 8.8 is asserted against or sought to the party required to provide indemnification pursuant to this Section 13 (the "Indemnifying Party") promptly after such be collected from an Indemnified Party acquires actual knowledge of any claim as to which indemnity may be soughtby a Third Party, and the Indemnified Party shall permit with reasonable promptness notify the Indemnifying Party (at its expense) of such Claim, but the failure to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for so notify the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under Section 13 this Article XI, except to the extent the Indemnifying Party demonstrates that the failure results defense of such Claim is materially prejudiced thereby. The Indemnifying Party shall have thirty (30) days from receipt of the above notice from the Indemnified Party (the “Notice Period”) to notify the Indemnified Party whether or not the Indemnifying Party desires, at the Indemnifying Party’s sole cost and expense, to defend the Indemnified Party against such Claim; provided, however, that the Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interest or those of the Indemnifying Party and not prejudicial to the Indemnifying Party. If the Indemnifying Party elects to assume the defense of any such Claim, the Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in a failure the defense thereof. If the Indemnifying Party elects not to assume the defense of actual such Claim (or fails to give notice to the Indemnified Party during the Notice Period), the Indemnified Party shall be entitled to assume the defense of such Claim with counsel of its own choice, at the expense of the Indemnifying Party. If the Claim is asserted against both the Indemnifying Party and the Indemnified Party and based on the advice of counsel reasonably satisfactory to the Indemnifying Party it is determined that there is a conflict of interest which renders it inappropriate for the same counsel to represent both the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be responsible for paying for separate counsel for the Indemnified Party; provided, however, that the Indemnifying Party shall not be responsible for paying for more than one separate firm of attorneys to represent all of the Indemnified Parties, regardless of the number of Indemnified Parties. If the Indemnifying Party elects to assume the defense of any Claim under this Section 11.4, (a) no compromise or settlement thereof may be effected by the Indemnifying Party without the Indemnified Party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give notice. No Indemnifying Party, in the defense of any such claim compromise 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 or constitute an unconditional term thereof obligation, restriction or admission of fault being imposed on the giving by the claimant or plaintiff to such Indemnified Party and (b) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld). Notwithstanding anything in this Section 11.4 to the contrary, the control of any Claim resulting in a Tax Contest or other Claim, assertion, event or proceeding in respect of Taxes (including, but not limited to, any Claim in respect of a release from all liability in respect breach of the Tax Representations, a breach or violation of or failure to such claim fully perform any covenant, agreement, or litigation. The reimbursement required by this obligation under Section 13 7.4 or any Claim related to Seller Taxes under Section 11.2(d) shall be made governed exclusively by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurredSection 7.4 hereof.

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 8 (the "“Indemnified Party"”) shall give notice to the party required to provide indemnification pursuant to this Section 13 8 (the "“Indemnifying Party"”) promptly after such Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense of any 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 reasonably acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's ’s expense; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under this Section 13 8 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the 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, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party so long as the Indemnifying Party has acknowledged in writing its obligation to indemnify each Indemnified Party pursuant to this Agreement and such Indemnifying Party is in compliance with all of its obligations hereunder to indemnify the Indemnified Party for all amounts in connection with such claim or litigation. The Indemnifying Party shall not unreasonably withhold, condition or delay its consent to the entry of any such judgment or settlement. The reimbursement required by this Section 13 8 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 8 (the "Indemnified Partyindemnified party") shall give notice to the party required to provide indemnification pursuant to this Section 13 8 (the "Indemnifying Partyindemnifying party") promptly after such Indemnified Party indemnified party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party indemnifying party (at its expense), upon written notice to the indemnified party within thirty (30) days after receipt of the indemnified party's notice, to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Partyindemnifying party, who shall conduct the defense of such claim or litigation, shall be reasonably acceptable to the Indemnified Partyindemnified party (unless objected to within ten (10) days after the indemnifying party's notice, such counsel shall be deemed acceptable), and the Indemnified Party indemnified party may participate in such defense at such the indemnified party's expense; and provided, further, that (i) the failure by any Indemnified Party indemnified party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party indemnifying party of its obligations under this Section 13 8 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party indemnifying party and such Indemnifying Party indemnifying party is damaged materially prejudiced solely as a result of the failure to give notice and (ii) in the event of any failure of the indemnifying party to retain counsel to assume the defense of such claim or litigation within thirty (30) days after receipt of the indemnified party's notice, the indemnified party may retain such counsel at the indemnifying party's expense. No Indemnifying Partyindemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Partyindemnified 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 indemnified party of a release from all liability in respect to such claim or litigation. The reimbursement required litigation or which includes an admission of fault by this Section 13 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.the

Indemnification Proceedings. Each Promptly after a party entitled to indemnification indemnified pursuant to this Section 13 Article VI (the "Indemnified PartyIndemnitee") has received notice of or has knowledge of any claim by a Person not a party to this Agreement ("third party") or the commencement of any action or proceeding by a third party, the Indemnitee shall promptly, and in any event within 60 days of the assertion of any claim or the discovery of any fact upon which Indemnitee intends to base a claim for indemnification under this Agreement ("Indemnitee Claim"), as a condition precedent to the Indemnitee Claim, give written notice to the party required to provide or parties from whom indemnification pursuant to this Section 13 is sought (the "Indemnifying PartyIndemnitor") promptly after of such Indemnified Party acquires actual knowledge claim by the third party. Such notice shall state the nature and the basis of such claim and a reasonable estimate of the amount thereof. In the event of any claim Indemnitee Claim, Indemnitor, at its option, shall have the right to defend or settle, at its own expense and by its own counsel, any such matter so long as the Indemnitor pursues the same in good faith and diligently. If the Indemnitor undertakes to which indemnity may be soughtdefend or settle, it shall promptly notify the Indemnitee of its intention to do so, and the Indemnitee shall permit cooperate with the Indemnifying Party (Indemnitor and its counsel in the defense thereof and in any settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnitor with any books, records, or information reasonably requested by the Indemnitor that are in the Indemnitee's possession or control. Notwithstanding the foregoing, the Indemnitor shall have the right to participate in any matter through counsel of its own choosing at its own expense) to assume the defense of any claim or any litigation resulting therefrom; provided that the Indemnitor's counsel shall always be lead counsel and shall determine all litigation and settlement steps, strategy and the like. After the Indemnitor has notified the Indemnitee of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying PartyIndemnitor diligently pursues such defense, who the Indemnitor shall conduct not be liable for any additional legal expenses incurred by the Indemnitee in connection with any defense or settlement of such claim or litigationasserted liability, shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under Section 13 except to the extent that such participation is requested by the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give notice. No Indemnifying PartyIndemnitor, in which event the defense Indemnitee shall be reimbursed by the Indemnitor for reasonable additional legal expenses, out-of-pocket expenses and allocable share of employee compensation incurred in connection with such participation for any employee whose participation is so requested. If the Indemnitor desires to accept a final and complete settlement of any such third party claim and the Indemnitee refuses to consent to such settlement, then the Indemnitor's liability under this Section with respect to such third party claim shall be limited to the amount so offered in settlement by said third party, and the Indemnitee shall reimburse the Indemnitor for any additional costs of defense which it subsequently incurs with respect to such claim. If the Indemnitor does not undertake to defend such matter to which the Indemnitee is entitled to indemnification hereunder, or litigationfails diligently to pursue such defense, shallthe Indemnitee may undertake such defense through counsel of its choice, except with at the cost and expense of the Indemnitor, and the Indemnitee may settle such matter, without the consent of each Indemnified Partythe Indemnitor, consent to entry of and the Indemnitor shall reimburse the Indemnitee for the amount paid in such settlement and any judgment other liabilities or enter into any settlement which does not include as an unconditional term thereof the giving expenses incurred by the claimant or plaintiff to such Indemnified Party of a release from all liability Indemnitee in respect to such connection therewith. Except as above provided, under no circumstances shall the Indemnitee settle any third party claim or litigation. The reimbursement required by this Section 13 shall be made by periodic payments during without the course written consent of the investigation or defenseIndemnitor, as and when bills are received or expenses incurredwhich consent shall not be unreasonably withheld.

Indemnification Proceedings. Each (a) Any party entitled to seeking indemnification pursuant to under this Section 13 Article (the "“Indemnified Party"”) shall give notice to forthwith notify the party required to provide against whom a Claim for indemnification pursuant to this Section 13 is sought hereunder (the "“Indemnifying Party"”) promptly after such in writing, which notice shall specify, in reasonable detail, the nature and estimated amount of the Claim. If a Claim by a third party is made against an Indemnified Party, and if the Indemnified Party acquires actual knowledge intends to seek indemnity with respect thereto under this Article, the Indemnified Party shall promptly (and in any case within thirty (30) days of any claim as to which indemnity may be sought, and shall permit such Claim being made) notify the Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigationwith reasonable particulars. The Indemnifying Party shall have thirty (30) days after receipt of such notice to undertake, shall be conduct and control, through counsel reasonably acceptable to the Indemnified PartyParty and at its expense, the settlement or defence thereof, and the Indemnified Party may shall cooperate with it in connection therewith; except that with respect to settlements entered into by the Indemnifying Party (i) the consent of the Indemnified Party shall be required if the settlement provides for equitable relief against the Indemnified Party, which consent shall not be unreasonably withheld or delayed; and (ii) the Indemnifying Party shall obtain the release of the Indemnified Party; provided, however, that the Indemnifying Party shall not be entitled to assume control of such defence and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party if: (u) the parties agree, reasonably and in good faith, that such Claim would give rise to losses that are materially more than the amount indemnifiable by such Indemnifying Party pursuant to this Agreement; (v) the Claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (w) the Claim seeks an injunction against or equitable relief against the Indemnified Party; (x) the Indemnified Party has been advised in writing by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party; (y) the Indemnified Party reasonably believes an adverse determination with respect to such Claim would be materially detrimental to or injure the Indemnified Person or its reputation or future prospects; or (z) upon petition by the Indemnified Party, the appropriate arbitrator decides that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Claim. If the Indemnifying Party undertakes, conducts and controls the settlement or defence of such Claim (A) the Indemnifying Party shall permit the Indemnified Party to participate in such defense at settlement or defence through counsel chosen by the Indemnified Party, but the fees and expenses of such party's expense; and provided, further, that counsel shall be borne by the failure by any Indemnified Party to give notice as provided in this paragraph unless (c1) shall not relieve the Indemnifying Party shall have failed within the thirty (30) day period referenced above to assume the defence of its obligations under Section 13 except such Claim, (2) the employment of such counsel has been specifically authorized in writing by the Indemnifying Party, or (3) the names parties to the extent that the failure results in a failure of actual notice to any such action include both such Indemnified Party and the Indemnifying Party and such Indemnified Party shall have been advised in writing by such counsel that there may be one or more legal defences available to the Indemnified Party which are not available to the Indemnifying Party, or available to the Indemnifying Party the assertion of which would be adverse to the interests of the Indemnified Party; and (B) the Indemnifying Party shall promptly reimburse the Indemnified Party for the full amount of any loss resulting from any Claim and all related expenses (other than the fees and expenses of counsel as aforesaid) incurred by the Indemnified Party. The Indemnified Party shall not pay or settle any Claim so long as the Indemnifying Party is damaged solely as reasonably contesting any such Claim in good faith on a result of timely basis. Notwithstanding the failure two immediately preceding sentences, the Indemnified Party shall have the right to give notice. No pay or settle any such Claim, provided that in such event it shall waive any right to indemnity therefor by the 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. The reimbursement required by this Section 13 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each Promptly after a party entitled to indemnification indemnified pursuant to this Section 13 Article IX (the "Indemnified Indemnitee") has received notice of or has knowledge of any claim by a person not a party to this Agreement ("Third Party") or the commencement of any action or proceeding by a third party, the Indemnitee shall promptly, and in any event within 20 days of the assertion of any claim or the discovery of any fact upon which Indemnitee intends to base a claim for indemnification under this Agreement ("Indemnitee Claim"), as a condition precedent to the Indemnitee Claim, give written notice to the party required to provide or parties from whom indemnification pursuant to this Section 13 is sought (the "Indemnifying PartyIndemnitor") promptly after of such claim by the third party, provided, however, no delay on the part of the Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit in notifying the Indemnifying Party (at its expense) to assume the defense of any 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 acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party from any obligation hereunder unless the Indemnifying Party is prejudiced thereby. Such notice shall state the nature and the basis of such claim and a reasonable estimate of the amount thereof. In the event of any Indemnitee Claim, Indemnitor, at its option, shall have the right to defend or settle, at its own expense and by its own counsel, any such matter so long as the Indemnitor pursues the same in good faith and diligently. If the Indemnitor undertakes to defend or settle, it shall promptly notify the Indemnitee of its obligations under Section 13 intention to do so, and the Indemnitee shall cooperate with the Indemnitor and its counsel in the defense thereof and in any settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnitor with any books, records, or information reasonably requested by the Indemnitor that are in the Indemnitee's possession or control. Notwithstanding the foregoing, the Indemnitor shall have the right to participate in any matter through counsel of its own choosing at its own expense; provided that the Indemnitor's counsel shall always be lead counsel and shall determine all litigation and settlement steps, strategy and the like. After the Indemnitor has notified the Indemnitee of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnitor diligently pursues such defense, the Indemnitor shall not be liable for any additional legal expenses incurred by the Indemnitee in connection with any defense or settlement of such asserted liability, except to the extent that such participation is requested by the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give notice. No Indemnifying PartyIndemnitor, in which event the defense Indemnitee shall be reimbursed by the Indemnitor for reasonable additional legal expenses, out-of-pocket expenses and allocable share of employee compensation incurred in connection with such participation for any employee whose participation is so requested. If the Indemnitor desires to accept a final and complete settlement of any such third party claim and the Indemnitee refuses to consent to such settlement, then the Indemnitor's liability under this Section with respect to such third party claim shall be limited to the amount so offered in settlement by said third party, and the Indemnitee shall reimburse the Indemnitor for any additional costs of defense which it subsequently incurs with respect to such claim. If the Indemnitor does not undertake to defend such matter to which the Indemnitee is entitled to indemnification hereunder, or litigationfails diligently to pursue such defense, shallthe Indemnitee may undertake such defense through counsel of its choice, except with at the cost and expense of the Indemnitor, and the Indemnitee may settle such matter, without the consent of each Indemnified Partythe Indemnitor, consent to entry of and the Indemnitor shall reimburse the Indemnitee for the amount paid in such settlement and any judgment other liabilities or enter into any settlement which does not include as an unconditional term thereof the giving expenses incurred by the claimant or plaintiff to such Indemnified Party of a release from all liability Indemnitee in respect to such connection therewith. Except as above provided, under no circumstances shall the Indemnitee settle any third party claim or litigation. The reimbursement required by this Section 13 shall be made by periodic payments during without the course written consent of the investigation or defenseIndemnitor, as and when bills are received or expenses incurredwhich consent shall not be unreasonably withheld.

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 8.6 (the "Indemnified Party") shall give notice to the party required to provide indemnification pursuant to this Section 13 8.6 (the "Indemnifying Party") promptly after such Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense of any 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 acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided further, that if any Indemnified Party shall have reasonably concluded that there may be one or more legal defenses available to such Indemnified Party which are different from or additional to and are inconsistent with those available to the Indemnifying Party, or that such claim or litigation involves or could have an effect upon matters beyond the scope of the indemnity agreement provided in this Section 8.6, the Indemnifying Party shall not have the right to assume the defense of such action on behalf such Indemnified Party and such Indemnifying Party shall reimburse such Indemnified Party and any Person controlling such Indemnified Party for that portion of the fees and expenses of any counsel retained by the Indemnified Party which are reasonably related to the matters covered by the indemnity agreement provided in this Section 8.6; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under this Section 13 8.6 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged (or the indemnification liability of such Indemnifying Party hereunder would be increased) solely as a result of the failure to give notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each 23 -23- 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. The reimbursement required by this Section 13 8.7 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each Promptly after a party entitled to indemnification indemnified pursuant to this Section 13 Article VI (the "Indemnified PartyIndemnitee") has received notice of or has knowledge of any claim by a person not a party to this Agreement ("third party") or the commencement of any action or proceeding by a third party, the Indemnitee shall promptly, and in any event within 60 days of the assertion of any claim or the discovery of any fact upon which Indemnitee intends to base a claim for indemnification under this Agreement ("Indemnitee Claim"), as a condition precedent to the Indemnitee Claim, give written notice to the party required to provide or parties from whom indemnification pursuant to this Section 13 is sought (the "Indemnifying PartyIndemnitor") promptly after of such Indemnified Party acquires actual knowledge claim by the third party. Such notice shall state the nature and the basis of such claim and a reasonable estimate of the amount thereof. In the event of any claim Indemnitee Claim, Indemnitor, at its option, shall have the right to defend or settle, at its own expense and by its own counsel (which must be reasonably approved by Indemnitee), any such matter so long as the Indemnitor pursues the same in good faith and diligently. If the Indemnitor undertakes to which indemnity may be soughtdefend or settle, it shall promptly notify the Indemnitee of its intention to do so, and the Indemnitee shall permit cooperate with the Indemnifying Party (at Indemnitor and its expense) to assume counsel in the defense thereof and in any settlement thereof. Notwithstanding the foregoing, the Indemnitee shall have the right to participate in any matter through counsel of any claim or any litigation resulting therefromits own choosing at Indemnitee's expense; provided that the Indemnitor's counsel shall always be lead counsel and shall determine all litigation and settlement steps, strategy and the like. Except as set forth in the preceding sentence, after the Indemnitor has notified the Indemnitee of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying PartyIndemnitor diligently pursues such defense, who the Indemnitor shall conduct not be liable for any additional legal expenses incurred by the Indemnitee in connection with any defense or settlement of such claim or litigationasserted liability, shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under Section 13 except to the extent that such participation is requested by the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give notice. No Indemnifying PartyIndemnitor, in which event the defense Indemnitee shall be reimbursed by the Indemnitor for reasonable additional legal expenses, out-of-pocket expenses and allocable share of employee compensation incurred in connection with such participation for any employee whose participation is so requested. If the Indemnitor desires to accept a final and complete settlement of any such third party claim and the Indemnitee refuses to consent to any such settlement which contains a complete and irrevocable release of Indemnitee of all current and future claims arising out of the matter in dispute, then the Indemnitor's liability under this Section with respect to such third party claim shall be limited to the amount so offered in settlement by said third party. If the Indemnitor does not undertake to defend such matter to which the Indemnitee is entitled to indemnification hereunder, or litigationfails diligently to pursue such defense, shallthe Indemnitee may undertake such defense through counsel of its choice, except with at the cost and expense of the Indemnitor, and the Indemnitee may settle such matter, without the consent of each Indemnified Partythe Indemnitor, consent to entry of and the Indemnitor shall immediately reimburse the Indemnitee for the amount paid in such settlement and any judgment other liabilities or enter into any settlement which does not include as an unconditional term thereof the giving expenses (including all legal fees and expenses) incurred by the claimant or plaintiff to Indemnitee in connection therewith as such Indemnified Party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 shall be made by periodic payments during the course of the investigation or defenseamounts, as liabilities, expenses and when bills fees are received or expenses incurred.

Indemnification Proceedings. Each party Any Person entitled to indemnification pursuant to this Section 13 --------------------------- hereunder will (the "Indemnified Party"i) shall give prompt notice to the indemnifying party required to provide indemnification pursuant to this Section 13 (the "Indemnifying Party") promptly after such Indemnified Party acquires actual knowledge of any claim as with respect to which indemnity may be sought, it seeks indemnification and shall (ii) permit the Indemnifying Party (at its expense) such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided, however, that any claim Person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Person and not of the indemnifying party unless (x) the indemnifying party has agreed to pay such fees or any litigation resulting therefrom; provided that counsel for expenses, or (y) the Indemnifying Party, who indemnifying party shall conduct have failed to assume the defense of such claim or litigationemploy counsel reasonably satisfactory to such Person, shall or (z) in the reasonable judgment of the Person to be acceptable to the Indemnified Partyindemnified, a conflict of interest may exist between such Person and the Indemnified Party may participate indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such defense Person elects to employ separate counsel at such the expense of the indemnifying party's expense; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) indemnifying party shall not relieve have the Indemnifying Party of its obligations under Section 13 except right to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give notice. No Indemnifying Party, in assume the defense of any such claim or litigationon behalf of such Person). If such defense is not assumed by the indemnifying party, shall, except with the indemnifying party will not be subject to any liability for any settlement made without its consent of each Indemnified Party, (but such consent will not be unreasonably withheld). No indemnified party will be required to consent to entry of any judgment judgement or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant all claimants or plaintiff plaintiffs to such Indemnified Party indemnified party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurredclaim.

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 9 (the "Indemnified Party") shall give notice to the party required to provide indemnification pursuant to this Section 13 9 (the "Indemnifying Party") promptly after such Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense of any 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 reasonably acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under this Section 13 9 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the 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. The reimbursement required by this Section 13 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.this

Indemnification Proceedings. Each party Any Person entitled to indemnification pursuant to this Section 13 hereunder (the "an “Indemnified Party"”) shall (i) give prompt written notice to the party required to provide Person from whom such indemnification pursuant to this Section 13 may be sought (the "“Indemnifying Party"”) promptly after such Indemnified Party acquires actual knowledge of any claim as with respect to which indemnity may be soughtit seeks indemnification, and shall permit provided, however, that the failure to so notify the Indemnifying Party shall not relieve it of any obligation or liability which it may have hereunder or otherwise except to the extent it is materially prejudiced by such failure, and (at its expenseii) permit such Indemnifying Party to assume the defense of any such claim or any litigation resulting therefromwith counsel reasonably satisfactory to the Indemnified Party; provided provided, however, that the Indemnified Party shall have the right to select and employ separate counsel for and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (A) the Indemnifying PartyParty has agreed in writing to pay such fees or expenses, who (B) the Indemnifying Party shall conduct have failed to assume the defense of such claim within a reasonable time after having received notice of such claim from the Indemnified Party and to employ counsel reasonably satisfactory to the Indemnified Party or litigation(C) in the reasonable judgment of the Indemnified Party, based upon advice of its counsel, a conflict of interest exists between the Indemnified Party and the Indemnifying Party with respect to such claims or the Indemnified Party has material defenses separate and apart from the defenses of the Indemnifying Party with respect to such claims (in which case, if the Indemnified Party notifies the Indemnifying Party in writing that the Indemnified Party elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall be acceptable not have the right to assume the defense of such claim on behalf of the Indemnified Party). If such defense is assumed by the Indemnifying Party (or if the Indemnifying Party’s failure to assume such defense is due to the Indemnified Party’s invocation of subsection (C) of the immediately preceding sentence), and the Indemnifying Party shall not be subject to any liability for any settlement made without its consent, but such consent may not be unreasonably withheld; provided, that an Indemnifying Party shall not be required to consent to any settlement involving the imposition of equitable remedies or involving the imposition of any material obligations on such Indemnifying Party other than financial obligations for which such Indemnified Party will be indemnified hereunder. If the Indemnifying Party assumes the defense, the Indemnifying Party shall have the right to settle such action without the consent of the Indemnified Party may participate in such defense at such party's expenseParty; and provided, further, that the failure by any Indemnified Indemnifying Party shall be required to give notice as provided in this paragraph obtain such consent (c) which consent shall not relieve be unreasonably withheld) if the Indemnifying Party of its obligations under Section 13 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the 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. The reimbursement required by this Section 13 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.includes any

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 8 (the "Indemnified Partyindemnified party") shall give notice to the party required to provide indemnification pursuant to this Section 13 8 (the "Indemnifying Partyindemnifying party") promptly after such Indemnified Party indemnified party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party indemnifying party (at its the indemnifying party's expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Partyindemnifying party, who shall conduct the defense of such claim or litigation, shall be reasonably acceptable to the Indemnified Partyindemnified party, and the Indemnified Party indemnified party may participate in such defense at such party's expense; and provided further that, if any indemnified party shall have reasonably concluded that there may be one or more legal defenses available to such indemnified party which are different from or additional to and are inconsistent with those available to the indemnifying party, or that such claim or litigation involves or could have an effect upon matters beyond the scope of the indemnity agreement provided in this Section 8, the indemnified party shall have the right to select separate counsel to participate in such defense and the indemnifying party shall reimburse such indemnified party and any person controlling such indemnified party for that portion of the fees and expenses of any counsel so retained by the indemnified party which are reasonably related to the matters covered by the indemnity agreement provided in this Section 8; and provided, further, that the failure by any Indemnified Party indemnified party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party indemnifying party of its obligations under this Section 13 8 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party indemnifying party and such Indemnifying Party indemnifying party is damaged (or the indemnification liability of such indemnifying party hereunder would be increased) solely as a result of the failure to give notice. No Indemnifying Partyindemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Partyindemnified 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 indemnified party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 8 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each party entitled (a) In the event that any claim or demand for which a Party (an “Indemnifying Party”) would be liable to indemnification pursuant to the other Party under this Section 13 Article IX (the "an “Indemnified Party"”) shall give notice is asserted against or sought to the party required to provide indemnification pursuant to this Section 13 (the "Indemnifying Party") promptly after such be collected from an Indemnified Party acquires actual knowledge of any claim as to which indemnity may be soughtby a Third Party (other than a Buyer Indemnified Party or a Seller Indemnified Party), and the Indemnified Party shall permit with reasonable promptness notify the Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigationdemand, shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that but the failure by any Indemnified to so notify the Indemnifying Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under Section 13 520332.000001 25576304.5 this Article IX, except to the extent the Indemnifying Party demonstrates that the failure results defense of such claim or demand is materially prejudiced thereby. The Indemnifying Party shall have 30 days from receipt of the above notice from the Indemnified Party (in a failure this Section 9.5, the “Notice Period”) to notify the Indemnified Party whether or not the Indemnifying Party desires, at the Indemnifying Party’s sole cost and expense, to defend the Indemnified Party against such claim or demand; provided, that the Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading that it shall deem necessary or appropriate, in its reasonable, good faith judgment, to protect its interests or those of actual notice to the Indemnifying Party and such not prejudicial to the Indemnifying Party. If the Indemnifying Party is damaged solely as a result of the failure elects to give notice. No Indemnifying Party, in assume the defense of any such claim or litigationdemand, shallthe Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Party elects not to assume the defense of such claim or demand (or fails to give notice to the Indemnified Party during the Notice Period), except the Indemnified Party shall be entitled to assume the defense of such claim or demand with counsel of its own choice, at the consent expense of each the Indemnifying Party. If the claim or demand is asserted against both the Indemnifying Party and the Indemnified Party and based on the advice of counsel reasonably satisfactory to the Indemnifying Party it is determined that there is a conflict of interest which renders it inappropriate for the same counsel to represent both the Indemnifying Party and the Indemnified Party, consent the Indemnifying Party shall be responsible for paying the reasonable costs of separate counsel for the Indemnified Party; provided, however, that the Indemnifying Party shall not be responsible for paying for more than one separate firm of attorneys to entry represent all of any judgment the Indemnified Parties, regardless of the number of Indemnified Parties. If the Indemnifying Party elects to assume the defense of such claim or enter into any demand, no compromise or settlement which does not include as an unconditional term thereof the giving may be effected by the claimant Indemnifying Party without the Indemnified Party’s written consent (which shall not be unreasonably withheld, conditioned or plaintiff delayed) unless (a) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party and (b) such compromise or settlement contains a complete release by the Third Party asserting the claim as to such all Indemnified Party of a release from all liability in Parties affected by the claim with respect to such claim or litigation. The reimbursement required by this Section 13 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurredclaim.

Indemnification Proceedings. Each party entitled to (1) Any Party seeking indemnification pursuant to under this Section 13 Article (the "Indemnified Partyindemnified party") shall give notice to forthwith notify the party required to provide Party against whom a Claim for indemnification pursuant to this Section 13 is sought hereunder (the "Indemnifying Partyindemnifying party") promptly after such Indemnified Party acquires actual knowledge in writing, which notice shall specify, in reasonable detail, the nature and estimated amount of the Claim provided that, in so doing, it may restrict or condition any claim as to which indemnity may be soughtdisclosure in the interest of preserving privileges of importance in any foreseeable litigation. If a Claim by a third party is made against an indemnified party, and if the indemnified party intends to seek indemnity with respect thereto under this Article, the indemnified party shall promptly (and in any case within 15 days of such Claim being made) notify the indemnifying party of such with reasonable particulars. The indemnifying party shall have 30 days after receipt of either such notice to undertake, conduct and control, through counsel of its own choosing and at its expense, the settlement or defence thereof, and the indemnified party shall co-operate with it in connection therewith; except that with respect to settlements entered into by the indemnifying party (i) the consent of the indemnified party shall be required if the settlement provides for equitable relief against the indemnified party, which consent shall not be unreasonably withheld or delayed; and (ii) the indemnifying party shall obtain the release of the indemnified party. If the indemnifying party undertakes, conducts and controls the settlement or defence of such Claim (i) the indemnifying party shall permit the Indemnifying Party indemnified party to participate in (at its expensesubject to the indemnifying party's right to conduct and control) to assume such settlement or defence through counsel chosen by the defense indemnified party, provided that the fees and expenses of such counsel shall be borne by the indemnified party; and (ii) the indemnifying party shall promptly reimburse the indemnified party for the full amount of any claim loss resulting from any Claim and all related expenses (other than the fees and expenses of counsel as aforesaid) incurred by the indemnified party upon the final settlement or adjudication of such claims. The indemnified party shall not pay or settle any litigation resulting therefrom; Claim so long as the indemnifying party is reasonably contesting any such Claim in good faith on a timely basis. Notwithstanding the two immediately preceding sentences, the indemnified party shall have the right to pay or settle any such Claim, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that the failure by event it shall waive any Indemnified Party right to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under Section 13 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the 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 indemnity therefor by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurredindemnifying party.

Indemnification Proceedings. Each party entitled to (a) Any Party seeking indemnification pursuant to under this Section 13 Article (the "Indemnified Partyindemnified party") shall give forthwith notify the Party against whom a Claim for indemnification is sought hereunder (the indemnifying party") in writing, which notice shall specify, in reasonable detail, the nature and estimated amount of the Claim. If a Claim by a third party is made against an indemnified party, and if the indemnified party intends to seek indemnity with respect thereto under this Article, the indemnified party shall promptly (and in any case within thirty (30) days of such claim being made) notify the indemnifying party of such with reasonable particulars. The indemnifying party shall have thirty (30) days after receipt of such notice to undertake, conduct and control, through counsel of its own choosing and at its own expense, the party required to provide indemnification pursuant to this Section 13 (the "Indemnifying Party") promptly after such Indemnified Party acquires actual knowledge of any claim as to which indemnity may be soughtsettlement or defence thereof, and the indemnified party shall cooperate with it in connection therewith; except that with respect to settlements entered into by the indemnifying party (i) the consent of the indemnified party shall be required if the settlement provides for equitable relief against the indemnified party, which consent shall not be unreasonably withheld or delayed; and (ii) the indemnifying party shall obtain the release of the indemnified party. If the indemnifying party undertakes, conducts and controls the settlement or defence of such Claim (i) the indemnifying party shall permit the Indemnifying Party (at its expense) indemnified party to assume the defense of any 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 acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at settlement or defence through counsel chosen by the indemnified party, provided that the fees and expenses of such counsel shall be borne by the indemnified party's expense; and provided, further, that (ii) the failure indemnifying party shall promptly reimburse the indemnified party for the full amount of any loss resulting from any Claim and all related expenses (other than the fees and expenses of counsel as aforesaid) incurred by any Indemnified Party to give notice as provided in this paragraph (c) the indemnified party. The indemnified party shall not relieve pay or settle any Claim so long as the Indemnifying Party of its obligations under Section 13 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party indemnifying party is damaged solely as a result of the failure to give notice. No Indemnifying Party, in the defense of reasonably contesting any such claim Claim in good faith and on a timely basis. Notwithstanding the two immediately preceding sentences, the indemnified party shall have the right to pay or litigationsettle any such Claim, shall, except with provided that in such event it shall waive any right to indemnity therefor from 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. The reimbursement required by this Section 13 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurredindemnifying party.

Indemnification Proceedings. Each In the event that any claim or demand for which a party entitled (an “Indemnifying Party”), would be liable to indemnification pursuant to this another party under Section 13 12.2 or Section 12.3 (the "an “Indemnified Party"”) shall give notice is asserted against or sought to the party required to provide indemnification pursuant to this Section 13 (the "Indemnifying Party") promptly after such be collected from an Indemnified Party acquires actual knowledge of any claim as to which indemnity may be soughtby a third party, and the Indemnified Party shall permit with reasonable promptness notify the Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigationdemand, shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that but the failure by any Indemnified to so notify the Indemnifying Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under Section 13 this Article XII, except to the extent the Indemnifying Party demonstrates that the failure results defense of such claim or demand is materially prejudiced thereby. The Indemnifying Party shall have 30 days from receipt of the above notice from the Indemnified Party (in a failure this Section 12.5, the “Notice Period”) to notify the Indemnified Party whether or not the Indemnifying Party desires, at the Indemnifying Party’s sole cost and expense, to defend the Indemnified Party against such claim or demand; provided, that the Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests or those of actual notice to the Indemnifying Party and such not prejudicial to the Indemnifying Party. If the Indemnifying Party is damaged solely as a result of the failure elects to give notice. No Indemnifying Party, in assume the defense of any such claim or litigationdemand, shallthe Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Party elects not to assume the defense of such claim or demand (or fails to give notice to the Indemnified Party during the Notice Period), except the Indemnified Party shall be entitled to assume the defense of such claim or demand with counsel of its own choice, at the consent expense of each the Indemnifying Party. If the claim or demand is asserted against both the Indemnifying Party and the Indemnified Party and based on the advice of counsel reasonably satisfactory to the Indemnifying Party it is determined that there is a conflict of interest which renders it inappropriate for the same counsel to represent both the Indemnifying Party and the Indemnified Party, consent the Indemnifying Party shall be responsible for paying separate counsel for the Indemnified Party; provided, however, that the Indemnifying Party shall not be responsible for paying for more than one separate firm of attorneys to entry represent all of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by Indemnified Parties, regardless of the claimant or plaintiff number of Indemnified Parties. If the Indemnifying Party elects to such Indemnified Party assume the defense of a release from all liability in respect to such claim or litigation. The reimbursement required demand, (i) no compromise or settlement thereof may be effected by this Section 13 the Indemnifying Party without the Indemnified Party’s written consent (which shall not be made unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by periodic payments during the course of Indemnifying Party and (ii) the investigation Indemnifying Party shall have no liability with respect to any compromise or defense, as and when bills are received or expenses incurredsettlement thereof effected without its written consent (which shall not be unreasonably withheld).

Indemnification Proceedings. Each party entitled to (a) any Party seeking indemnification pursuant to under this Section 13 Article (the "Indemnified Partyindemnified party") shall give notice to forthwith notify the party required to provide Party against whom a Claim for indemnification pursuant to this Section 13 is sought hereunder (the "Indemnifying Partyindemnifying party") promptly after such Indemnified Party acquires actual knowledge in writing, which notice shall specify, in reasonable detail, the nature and estimated amount of any claim as to which indemnity may be soughtthe Claim. If a Claim by a third party is made against an indemnified party, and if the indemnified party intends to seek indemnity with respect thereto under this Article, the indemnified party shall promptly (and in any case within thirty (30) days of such Claim being made) notify the indemnifying party of such with reasonable particulars. The indemnifying party shall have thirty (30) days after receipt of such notice to undertake, conduct and control, through counsel of its own choosing and at its expense, the settlement or defence thereof, and the indemnified party shall cooperate with it in connection therewith; except that with respect to settlements entered into by the indemnifying party (i) the consent of the indemnified party shall be required if the settlement provides for equitable relief against the indemnified party, which consent shall not be unreasonably withheld or delayed; and (ii) the indemnifying party shall obtain the release of the indemnified party. If the indemnifying party undertakes, conducts and controls the settlement or defence of such Claim (i) the indemnifying party shall permit the Indemnifying Party indemnified party to participate in (at its expensebut not to dictate the terms of or veto, provided that the indemnifying party has sufficient funds to indemnify the indemnified party) to assume such settlement or defence through counsel chosen by the defense indemnified party, provided that the reasonable fees and expenses of such counsel shall be borne by the indemnified party; and (ii) the indemnifying party shall promptly reimburse the indemnified party for the full amount of any claim or loss resulting from any litigation resulting therefrom; provided that Claim and all related expenses (other than the reasonable fees and expenses of counsel for as aforesaid) incurred by the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such indemnified party's expense; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) . The indemnified party shall not relieve pay or settle any Claim so long as the Indemnifying Party of its obligations under Section 13 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party indemnifying party is damaged solely as a result of the failure to give notice. No Indemnifying Party, in the defense of reasonably contesting any such claim in good faith on a timely basis. Notwithstanding the two immediately preceding sentences, the indemnified party shall have the right to pay or litigationsettle any such claim, shall, except with the consent of each Indemnified Party, consent provided that in such event it shall waive any right to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving indemnity therefor by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurredindemnifying party.

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 sec.9 (the "Indemnified Party"INDEMNIFIED PARTY) shall give notice to the party required to provide indemnification pursuant to this Section 13 sec.9 (the "Indemnifying Party"INDEMNIFYING PARTY) promptly after such Indemnified Party indemnified party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party indemnifying party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided PROVIDED that counsel for the Indemnifying Partyindemnifying party, who shall conduct the defense of such claim or litigation, shall be reasonably acceptable to the Indemnified Partyindemnified party, and the Indemnified Party indemnified party may participate in such defense at such party's expense; and providedPROVIDED FURTHER, furtherthat if any indemnified party shall have reasonably concluded that there may be one or more legal defenses available to such indemnified party which are different from or additional to and are inconsistent with those available to the indemnifying party, or that such claim or litigation involves or could have an effect upon matters beyond the scope of the indemnity agreement provided in this sec.9, the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party and such indemnifying party shall reimburse such indemnified party and any person controlling such indemnified party for that portion of the fees and expenses of any counsel retained by the indemnified party which are reasonably related to the matters covered by the indemnity agreement provided in this sec.9; and PROVIDED, FURTHER, that the failure by any Indemnified Party indemnified party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party indemnifying party of its obligations under Section 13 this sec.9 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party indemnifying party and such Indemnifying Party indemnifying party is damaged (or the indemnification liability of such indemnifying party hereunder would be increased) solely as a result of the failure to give notice. No Indemnifying Partyindemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Partyindemnified 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 indemnified party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 sec.9 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each Promptly after a party entitled to indemnification indemnified pursuant to this Section 13 Article VI (the "Indemnified PartyIndemnitee") has received notice of or has knowledge of any claim by a person not a party to this Agreement ("third party") or the commencement of any action or proceeding by a third party, the Indemnitee shall promptly, and in any event within fifteen (15) days of the assertion of any claim or the discovery of any fact upon which Indemnitee intends to base a claim for indemnification under this Agreement ("Indemnitee Claim"), as a condition precedent to the Indemnitee Claim, give written notice to the party required to provide or parties from whom indemnification pursuant to this Section 13 is sought (the "Indemnifying PartyIndemnitor") promptly after of such Indemnified Party acquires actual knowledge claim by the third party. Such notice shall state the nature and the basis of such claim and a reasonable estimate of the amount thereof. In the event of any claim Indemnitee Claim, Indemnitor, at its option, shall have the right to defend or settle, at its own expense and by its own counsel, any such matter so long as the Indemnitor pursues the same in good faith and diligently. If the Indemnitor undertakes to which indemnity may be soughtdefend or settle, it shall promptly notify the Indemnitee of its intention to do so, and the Indemnitee shall permit cooperate with the Indemnifying Party (at Indemnitor and its expense) to assume counsel in the defense thereof and in any settlement thereof. Notwithstanding the foregoing, the Indemnitee shall have the right to participate in any matter through counsel of any claim or any litigation resulting therefromits own choosing at Indemnitee's own expense; provided that the Indemnitor's counsel shall always be lead counsel and shall determine all litigation and settlement steps, strategy and the like. Except as set forth in the preceding sentence, after the Indemnitor has notified the Indemnitee of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying PartyIndemnitor diligently pursues such defense, who the Indemnitor shall conduct not be liable for any additional legal expenses incurred by the Indemnitee in connection with any defense or settlement of such claim or litigationasserted liability, shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under Section 13 except to the extent that such participation is requested by the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give notice. No Indemnifying PartyIndemnitor, in which event the defense Indemnitee shall be reimbursed by the Indemnitor for reasonable additional legal expenses and out-of-pocket expenses. If the Indemnitor desires to accept a final and complete settlement of any such third party claim and the Indemnitee refuses to consent to any such settlement which contains a complete and irrevocable release of Indemnitee of all current and future claims related to or litigationarising out of the matter in dispute, shallthen the Indemnitor's liability under this Section with respect to such third party claim shall be limited to the amount so offered in settlement by said third party. If the Indemnitor does not undertake to defend such matter to which the Indemnitee is entitled to indemnification hereunder, except with or fails diligently to pursue such defense, the Indemnitee may undertake such defense through counsel of its choice, at the cost and expense of the Indemnitor, and the Indemnitee may settle such matter, without the consent of each Indemnified Partythe Indemnitor, consent to entry of and the Indemnitor shall immediately reimburse the Indemnitee for the amount paid in such settlement and any judgment other liabilities or enter into any settlement which does not include as an unconditional term thereof the giving expenses incurred (including all reasonable legal fees and expenses) by the claimant or plaintiff to Indemnitee in connection therewith as such Indemnified Party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 shall be made by periodic payments during the course of the investigation or defenseamounts, as liabilities, expenses and when bills fees are received or expenses incurred.

Indemnification Proceedings. Each Promptly after a party entitled to --------------------------- indemnification pursuant to this Section 13 11 or Section 10 (the "Indemnified PartyIndemnitee") has received notice of or has knowledge of any claim by a person not a party to this Agreement (a "third party") or the commencement of any action or proceeding by a third party, the Indemnitee shall promptly, and in any event within sixty (60) days of the assertion of any claim or the discovery of any fact upon which the Indemnitee intends to base a claim for indemnification under this Agreement (an "Indemnitee Claim"), as a condition precedent to the Indemnitee Claim, give written notice to the party required to provide or parties from whom indemnification pursuant to this Section 13 is sought (the "Indemnifying PartyIndemnitor") promptly after of such Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, claim. Such notice shall state the nature and shall permit the Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense basis of such claim or litigationand a reasonable estimate of the amount thereof. In the event of any Indemnitee Claim, the Indemnitor, at its option, shall be acceptable have the right to defend or settle, at its own expense and by its own counsel, any such matter so long as the Indemnified PartyIndemnitor pursues the same in good faith and diligently. If the Indemnitor undertakes to defend or settle, it shall promptly notify the Indemnitee of its intention to do so, and the Indemnified Party may Indemnitee shall cooperate with the Indemnitor and its counsel in the defense thereof and in any settlement thereof. Notwithstanding the foregoing, the Indemnitee shall have the right to participate in such defense any matter through counsel of its own choosing at such partythe Indemnitor's own expense; and provided, further, that the failure by Indemnitor's counsel shall always be lead counsel and shall determine all litigation and settlement steps, strategy and the like. Except as set forth in the preceding sentence, after the Indemnitor has notified the Indemnitee of its intention to undertake to defend or settle any Indemnified Party to give notice such asserted liability, and for so long as provided in this paragraph (c) the Indemnitor diligently pursues such defense, the Indemnitor shall not relieve be liable for any additional legal expenses by the Indemnifying Party Indemnitee in connection with any defense or settlement of its obligations under Section 13 such asserted liability, except to the extent that such participation is requested by the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give notice. No Indemnifying PartyIndemnitor, in which case the defense Indemnitee shall be reimbursed by the Indemnitor for its reasonable legal expenses. If the Indemnitor desires to accept a final and complete settlement of any such third party claim and the Indemnitee refuses to consent to any such settlement which contains a complete and irrevocable release of the Indemnitee of all current and future claims related to or litigationarising out of the matter in dispute, shallthen the Indemnitor's liability under this Section 11.3 with respect to such third party claim shall be limited to the amount so offered in settlement by said third party. If the Indemnitor does not undertake to defend such matter to which the Indemnitee is entitled to indemnification hereunder, except with or fails diligently to pursue such defense, the Indemnitee may undertake such defense through counsel of its choice, at the cost and expense of the Indemnitor, and the Indemnitee may settle such matter, without the consent of each Indemnified Partythe Indemnitor, consent to entry of and the Indemnitor shall immediately reimburse the Indemnitee for the amount paid in such settlement and any judgment other liabilities or enter into any settlement which does not include as an unconditional term thereof the giving expenses incurred (including all legal fees and expenses) by the claimant or plaintiff to Indemnitee in connection therewith as such Indemnified Party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 shall be made by periodic payments during the course of the investigation or defenseamounts, as liabilities, expenses and when bills fees are received or expenses incurred.

Indemnification Proceedings. Each party Any Person entitled to indemnification under Section 6.1 or Section 6.2 agrees to give prompt written notification to the indemnifying party after the receipt by such indemnified party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which such indemnified party may claim indemnification or contribution pursuant to this Section 13 (the "Indemnified Party") shall give notice to the party required to provide indemnification pursuant to this Section 13 (the "Indemnifying Party") promptly after such Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefromAgreement; provided that counsel for failure to give such notification shall not affect the Indemnifying Partyobligations of the indemnifying party pursuant to Section 6.1, who Section 6.2 or Section 6.4 except to the extent the indemnifying party shall conduct the defense have been actually prejudiced as a result of such claim or litigation, shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expensefailure; and provided, further, that if the failure by any Indemnified Party indemnified party shall fail to give provide such notice as provided in this paragraph (c) to the indemnifying party, then the indemnifying party shall not relieve be required to pay the Indemnifying Party costs and expenses of its obligations under Section 13 except such indemnified party incurred by such indemnified party during the period commencing on the date such indemnified party was required to provide such notice to the indemnifying party and ending on the date that the indemnifying party has knowledge of such action, suit, proceeding or investigation. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the failure results defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under these indemnification provisions for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party a failure conflict of actual notice interest is likely to exist, based on the written opinion of counsel, between such indemnified party and any other of such indemnified parties with respect to such claim. In the event of such a conflict of interest, the indemnifying party shall not be liable for the fees and expenses of (a) more than one counsel for all Holders of Registrable Securities who are indemnified parties, which counsel shall be selected by the Holders of a majority of the Registrable Securities covered by the applicable Registration Statement who are indemnified parties (and which selection shall be reasonably satisfactory to the Indemnifying Party Company), (b) more than one counsel for any underwriters or (c) more than one counsel for the Company in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such Indemnifying Party is damaged solely as indemnifying party with respect to such claims, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a result conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. In the event of such a conflict of interest, the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels, provided that the indemnifying party shall not be liable for the fees and expenses of (a) more than one counsel for all Holders of Registrable Securities who are indemnified parties, which counsel shall be selected by the Holders of a majority of the failure Registrable Securities covered by the applicable Registration Statement who are indemnified parties (and which selection shall be reasonably satisfactory to give noticethe Company), (b) more than one counsel for any underwriters or (c) more than one counsel for the Company in connection with any one action or separate but similar or related actions. No Indemnifying Partyindemnifying party, in the defense of any such claim action, suit, proceeding or litigationinvestigation, shall, except with the consent of each Indemnified Partyindemnified party, consent to the entry of any judgment or enter entry into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party indemnified party of a release from all liability in respect to such claim action, suit, proceeding or litigationinvestigation to the extent the same is covered by the indemnity obligations set forth in Section 6.1 or Section 6.2. The reimbursement required by this Section 13 No indemnified party shall consent to entry of any judgment or enter into any settlement without the consent of each indemnifying party, which consent shall not be made by periodic payments during the course of the investigation unreasonably withheld or defense, as and when bills are received or expenses incurreddelayed.

Indemnification Proceedings. Each Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action against such indemnified party, such 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 commencement thereof; but the omission so to notify the indemnifying party will not relieve the indemnifying party from any liability which it may have to any indemnified party except to the extent the failure of the indemnified party to provide such written notification actually prejudices the ability of the indemnifying party to defend such action. In case any such action is brought against any indemnified party, and it Execution Version notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to indemnification pursuant to this Section 13 (the "Indemnified Party") shall give notice participate in, and, to the extent that it may wish, jointly with any other indemnifying party required similarly notified, assume the defense thereof, subject to provide indemnification pursuant the provisions herein stated and after notice from the indemnifying party to this Section 13 such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party hereunder for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless the indemnifying party shall not pursue the action to its final conclusion. The indemnified parties as a group shall have the right to employ one separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the action with counsel reasonably satisfactory to the indemnified party unless (i) the "Indemnifying Party"employment of such counsel has been specifically authorized in writing by the indemnifying party, or (ii) promptly after the named parties to any such Indemnified Party acquires actual knowledge of action (including any claim as to which indemnity impleaded parties) include both the indemnified party and the indemnifying party and the indemnified party shall have been reasonably advised by its counsel that there may be sought, and one or more legal defenses available to the indemnifying party different from or in conflict with any legal defenses which may be available to the indemnified party or any other indemnified party (in which case the indemnifying party shall permit not have the Indemnifying Party (at its expense) right to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense such action on behalf of such claim or litigationindemnified party, shall be acceptable to the Indemnified Partyit being understood, and the Indemnified Party may participate in such defense at such party's expense; and provided, furtherhowever, that the failure indemnifying party shall, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable only for the reasonable fees and expenses of one separate firm of attorneys for the indemnified party, which firm shall be designated in writing by the indemnified party). No settlement of any Indemnified Party to give notice action against an indemnified party shall be made without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed so long as such settlement includes a full release of claims against the indemnified party. All expenses of the indemnified party (including costs of defense and investigation incurred in a manner not inconsistent with this Section and, except as otherwise provided in this paragraph (cabove, reasonable attorneys’ fees and expenses) shall not relieve be paid by the Indemnifying Party indemnifying party to the indemnified party within ten (10) business days of its obligations under Section 13 except written notice thereof to the indemnifying party; provided, that the indemnifying party may require such indemnified party to undertake to reimburse the indemnifying party for all of such fees and expenses, with interest at market rates, if and to the extent that the failure results in a failure of actual notice it is finally judicially determined that such indemnified party is not entitled to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the 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. The reimbursement required by this Section 13 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurredindemnification hereunder.

Indemnification Proceedings. Each party Any Person entitled to indemnification under SECTION 6.1 or SECTION 6.2 agrees to give prompt written notification to the indemnifying party after the receipt by such indemnified party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which such indemnified party may claim indemnification or contribution pursuant to this Section 13 (Agreement; PROVIDED that failure to give such notification shall not affect the "Indemnified Party") obligations of the indemnifying party pursuant to SECTION 6.1, SECTION 6.2 or SECTION 6.4 except to the extent the indemnifying party shall give have been actually prejudiced as a result of such failure; PROVIDED, FURTHER, that if the indemnified party shall fail to provide such notice to the indemnifying party, then the indemnifying party shall not be required to pay the costs and expenses of such indemnified party incurred by such indemnified party during the period commencing on the date such indemnified party was required to provide indemnification pursuant such notice to this Section 13 (the "Indemnifying Party") promptly after such Indemnified Party acquires actual indemnifying party and ending on the date that the indemnifying party has knowledge of such action, suit, proceeding or investigation. In case any claim as such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to which indemnity may be soughtparticipate therein and, and to the extent that it shall permit the Indemnifying Party (at its expense) wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under these indemnification provisions for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any claim indemnified party a conflict of interest is likely to exist, based on the written opinion of counsel, between such indemnified party and any other of such indemnified parties with respect to such claim. In the event of such a conflict of interest, the indemnifying party shall not be liable for the fees and expenses of (a) more than one counsel for all Holders of Registrable Securities who are indemnified parties, which counsel shall be selected by the Holders of a majority of the Registrable Securities covered by the applicable Registration Statement who are indemnified parties (and which selection shall be reasonably satisfactory to the Company), (b) more than one counsel for any underwriters or any litigation resulting therefrom; provided that (c) more than one counsel for the Indemnifying PartyCompany in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, who shall conduct or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such claim or litigationindemnifying party with respect to such claims, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. In the event of such a conflict of interest, the indemnifying party shall be acceptable obligated to pay the fees and expenses of such additional counsel or counsels, provided that the indemnifying party shall not be liable for the fees and expenses of (a) more than one counsel for all Holders of Registrable Securities who are indemnified parties, which counsel shall be selected by the Holders of a majority of the Registrable Securities covered by the applicable Registration Statement who are indemnified parties (and which selection shall be reasonably satisfactory to the Indemnified PartyCompany), and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that the failure by (b) more than one counsel for any Indemnified Party to give notice as provided in this paragraph underwriters or (c) shall not relieve more than one counsel for the Indemnifying Party of its obligations under Section 13 except to the extent that the failure results Company in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give noticeconnection with any one action or separate but similar or related actions. No Indemnifying Partyindemnifying party, in the defense of any such claim action, suit, proceeding or litigationinvestigation, shall, except with the consent of each Indemnified Partyindemnified party, consent to the entry of any judgment or enter entry into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.an

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 8 (the "Indemnified PartyINDEMNIFIED PARTY") shall give notice to the party required to provide indemnification pursuant to this Section 13 8 (the "Indemnifying PartyINDEMNIFYING PARTY") promptly after such Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided PROVIDED that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and providedPROVIDED, furtherFURTHER, that the failure by any Indemnified Party to give notice as provided in this paragraph (cC) shall not relieve the Indemnifying Party of its obligations under this Section 13 8 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the 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 litigationlitigation and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party so long as the Indemnifying Party has, in writing, acknowledged in writing its obligation to indemnify and is in compliance with all of its obligations hereunder to indemnify the Indemnified Party for all amounts in connection with such claim or Litigation and which consent shall not be unreasonably withheld. The reimbursement required by this Section 13 8 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each party Any Person entitled to --------------------------- indemnification pursuant to this Section 13 hereunder (the an "Indemnified Party") shall (i) give prompt written ----------------- notice to the party required to provide Person from whom such indemnification pursuant to this Section 13 may be sought (the "Indemnifying Party") promptly after such Indemnified Party acquires actual knowledge of any claim as with respect to which indemnity it seeks ------------------- indemnification, provided, however, that the failure to so notify the -------- ------- Indemnifying Party shall not relieve it of any obligation or liability which it may be soughthave hereunder or otherwise except to the extent it is materially prejudiced by such failure, and shall (ii) permit the such Indemnifying Party (at its expense) to assume the defense of any such claim or any litigation resulting therefromwith counsel reasonably satisfactory to the Indemnified Party; provided provided, however, that the Indemnified Party shall have the right to select and -------- ------- employ separate counsel for and to participate in the defense of such claim, and the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (A) the Indemnifying PartyParty has agreed in writing to pay such fees or expenses, who (B) the Indemnifying Party shall conduct have failed to assume the defense of such claim or litigation, shall be acceptable within a reasonable time after having received notice of such claim from the Indemnified Party and to employ counsel reasonably satisfactory to the Indemnified Party, and (C) in the reasonable judgment of the Indemnified Party, based upon advice of its counsel, a conflict of interest exists between the Indemnified Party may participate in such defense at such party's expense; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party with respect to such claims or (D) the Indemnified Party has reasonably concluded (based on advice of its obligations under Section 13 except counsel) that there may be legal defenses available to the extent it or other Indemnified Parties that the failure results are different from or in a failure of actual notice addition to those available to the Indemnifying Party and (in which case, if the Indemnified Party notifies the Indemnifying Party in writing that the Indemnified Party elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such claim on behalf of the Indemnified Party). If such defense is assumed by the Indemnifying Party, or if such defense is not assumed by the Indemnifying Party but the Indemnifying Party acknowledges that the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld; provided, that an -------- Indemnifying Party shall not be required to consent to any settlement involving the imposition of equitable remedies or involving the imposition of any material obligations on such Indemnifying Party is damaged solely as a result other than financial obligations for which such Indemnified Party will be indemnified hereunder. If the Indemnifying Party assumes the defense, the Indemnifying Party shall have the right to settle such action without the consent of the failure Indemnified Party; provided, that the -------- Indemnifying Party shall be required to give noticeobtain the consent of the Indemnified Party (which consent shall not be unreasonably withheld) if the settlement includes any admission of wrongdoing on the part of the Indemnified Party or any equitable remedies or restriction on the Indemnified Party or its officers, directors or employees. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, Party shall 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 each Indemnified Party of a an unconditional release from all liability in respect to of such claim or litigation. The reimbursement required by this Section 13 shall be made by periodic payments during the course of the investigation or defenseAn Indemnifying Party (or, as the case may be, Indemnifying Parties) shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and when bills are received or expenses incurred.other charges of more than one separate firm admitted to practice in such jurisdiction at any one time from all Indemnified Parties collectively unless

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 ss.8 (the "Indemnified Partyindemnified party") shall give notice to the party required to provide indemnification pursuant to this Section 13 ss.8 (the "Indemnifying Partyindemnifying party") promptly after such Indemnified Party indemnified party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party indemnifying party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Partyindemnifying party, who shall conduct the defense of such claim or litigation, shall be reasonably acceptable to the Indemnified Partyindemnified party, and the Indemnified Party indemnified party may participate in such defense at such party's expense; and provided further, that if any indemnified party shall have reasonably concluded that there may be one or more legal defenses available to such indemnified party which are different from or additional to and are inconsistent with those available to the indemnifying party, or that such claim or litigation involves or could have an effect upon matters beyond the scope of the indemnity agreement provided in this ss.8, the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party and such indemnifying party shall reimburse such indemnified party and any person controlling such indemnified party for that portion of the fees and expenses of any counsel retained by the indemnified party which are reasonably related to the matters covered by the indemnity agreement provided in this ss.8; and provided, further, that the failure by any Indemnified Party indemnified party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party indemnifying party of its obligations under Section 13 this ss.8 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party indemnifying party and such Indemnifying Party indemnifying party is damaged (or the indemnification liability of such indemnifying party hereunder would be increased) solely as a result of the failure to give notice. No Indemnifying Partyindemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Partyindemnified 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 indemnified party of a release from all liability in respect to of such claim or litigation. The reimbursement required by this Section 13 ss.8 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each (a) Any party entitled to seeking indemnification pursuant to under this Section 13 Article (the "Indemnified Partyindemnified party") shall give notice to forthwith notify the party required to provide against whom a claim for indemnification pursuant to this Section 13 is sought hereunder (the "Indemnifying Partyindemnifying party") promptly after such Indemnified Party acquires actual knowledge in writing, which notice shall specify, in reasonable detail, the nature and estimated amount of any the claim. If a claim as to which indemnity may be soughtby a third party is made against an indemnified party, and if the indemnified party intends to seek indemnity with respect thereto under this Article, the indemnified party shall permit promptly (and in any case within 30 days of such claim being made) notify the Indemnifying Party (indemnifying party of such with reasonable particulars. The indemnifying party shall have 30 days after receipt of such notice to undertake to conduct and control, through counsel of its own choosing and at its expense, the settlement or defense thereof, and the indemnified party shall cooperate with it in connection therewith; except that with respect to settlements entered into by the indemnifying party (i) the consent of the indemnified party shall be required if the settlement provides for equitable relief against the indemnified party, which consent shall not be unreasonably withheld or delayed; and (ii) the indemnifying party shall obtain the release of the indemnified party. If the indemnifying party undertakes to assume conduct and control the defense of any claim settlement or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, (A) the indemnifying party shall be acceptable permit the indemnified party to the Indemnified Party, and the Indemnified Party may participate in such settlement or defense at through counsel chosen by the indemnified party, provided that the fees and expenses of such counsel shall be borne by the indemnified party's expense; and provided, further, that (B) the failure indemnifying party shall promptly reimburse the indemnified party for the full amount of any loss resulting from any claim and all related expenses (other than the fees and expenses of counsel as aforesaid) incurred by any Indemnified Party to give notice as provided in this paragraph (c) the indemnified party. The indemnified party shall not relieve pay or settle any claim so long as the Indemnifying Party indemnifying party is reasonably contesting any such claim in good faith on a timely basis. Notwithstanding the two immediately preceding sentences, the indemnified party shall have the right to pay or settle any such claim, provided that in such event, and unless it has done so due to default by the indemnifying party in the performance of its obligations under Section 13 except this Article 8 it shall waive any right to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the 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 indemnity therefor by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurredindemnifying party.

Indemnification Proceedings. Each party Any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party after the receipt by such Person of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which such Person will claim indemnification or contribution pursuant to this Section 13 Agreement (but the "Indemnified Party") shall failure to give such notice will not affect the right to indemnification or contribution hereunder unless, and only to the extent that, the indemnifying party required to provide indemnification pursuant to this Section 13 (is materially prejudiced by such failure). The indemnifying party shall not have the "Indemnifying Party") promptly after such Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) right to assume the defense of such action or proceeding on behalf of such indemnified party, it being understood, however, that the indemnifying parties shall not, in connection with any claim one such action or any litigation resulting therefrom; provided that counsel proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the Indemnifying Partyfees and expenses of more than one separate firm of attorneys (in addition to any local counsel) in any one jurisdiction at any time for all such indemnified parties, who unless in the reasonable judgment of an indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall conduct be obligated to pay the fees and expenses of such additional counsel or counsels. Any indemnified party shall also have the right to employ separate counsel in any such action and participate in the defense of such claim or litigation, shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense thereof at such indemnified party's expense; and provided. The indemnifying party will not be subject to any liability for any settlements made without its consent, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) which shall not relieve the Indemnifying Party of its obligations under Section 13 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give noticebe unreasonably withheld. No Indemnifying Party, in the defense of any such claim or litigation, indemnifying party shall, except with without the consent of each Indemnified Partysuch indemnified party, consent to entry effect any settlement of any judgment pending or enter into any threatened proceeding in respect of which such indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement which does not include as includes an unconditional term thereof the giving by the claimant or plaintiff to release of such Indemnified Party of a release indemnified party from all liability in respect to for claims that are the subject matter of such claim or litigation. The reimbursement required by this Section 13 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurredproceeding.

Indemnification Proceedings. Each party entitled to --------------------------- indemnification pursuant to this Section 13 12 (the "Indemnified Party") shall give notice to the party required to provide indemnification pursuant to this Section 13 12 (the "Indemnifying Party") promptly after such Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense of any 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 acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under Section 13 12 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Indemnifying 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. The reimbursement required by this Section 13 12 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each In the event that any claim or demand for which a party entitled (an “Indemnifying Party”), would be liable to indemnification pursuant to this the another party under Section 13 11.2 or Section 11.3 (the "an “Indemnified Party"”) shall give notice is asserted against or sought to the party required to provide indemnification pursuant to this Section 13 (the "Indemnifying Party") promptly after such be collected from an Indemnified Party acquires actual knowledge of any claim as to which indemnity may be soughtby a third party, and the Indemnified Party shall permit with reasonable promptness notify the Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigationdemand, shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that but the failure by any Indemnified so to notify the Indemnifying Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under Section 13 this Article XI, except to the extent the Indemnifying Party demonstrates that the failure results defense of such claim or demand is materially prejudiced thereby. The Indemnifying Party shall have 30 days from receipt of the above notice from the Indemnified Party (in a failure this Section 11.4, the “Notice Period”) to notify the Indemnified Party whether or not the Indemnifying Party desires, at the Indemnifying Party’s sole cost and expense, to defend the Indemnified Party against such claim or demand; provided, that the Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests or those of actual notice to the Indemnifying Party and such not prejudicial to the Indemnifying Party. If the Indemnifying Party is damaged solely as a result of the failure elects to give notice. No Indemnifying Party, in assume the defense of any such claim or litigationdemand, shallthe Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Party elects not to assume the defense of such claim or demand (or fails to give notice to the Indemnified Party during the Notice Period), except the Indemnified Party shall be entitled to assume the defense of such claim or demand with counsel of its own choice, at the consent expense of each the Indemnifying Party. If the claim or demand is asserted against both the Indemnifying Party and the Indemnified Party and based on the advice of counsel reasonably satisfactory to the Indemnifying Party it is determined that there is a conflict of interest which renders it inappropriate for the same counsel to represent both the Indemnifying Party and the Indemnified Party, consent the Indemnifying Party shall be responsible for paying separate counsel for the Indemnified Party; provided, however, that the Indemnifying Party shall not be responsible for paying for more than one separate firm of attorneys to entry represent all of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by Indemnified Parties, regardless of the claimant or plaintiff number of Indemnified Parties. If the Indemnifying Party elects to such Indemnified Party assume the defense of a release from all liability in respect to such claim or litigation. The reimbursement required demand, (i) no compromise or settlement thereof may be effected by this Section 13 the Indemnifying Party without the Indemnified Party’s written consent (which shall not be made unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by periodic payments during the course of Indemnifying Party and (ii) the investigation Indemnifying Party shall have no liability with respect to any compromise or defense, as and when bills are received or expenses incurredsettlement thereof effected without its written consent (which shall not be unreasonably withheld).

Indemnification Proceedings. Each party entitled to indemnification In any proceedings (including any governmental investigation) instituted against any person in respect of which indemnity may be brought pursuant to this Section 13 subsections (g) and (h) above, such person (the "Indemnified Party") shall give notice to promptly notify the party required to provide indemnification pursuant to this Section 13 person or entity against whom such indemnity may be sought (the "Indemnifying Party") promptly after such in writing. No indemnification provided for in subsections (g) or (h) shall be available to any Indemnified Party acquires actual knowledge of any claim as who fails to which indemnity may be sought, and shall permit give notice if the Indemnifying Party (at its expense) was not aware of the proceedings to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of which such claim or litigation, shall be acceptable to the Indemnified Party, notice would have related and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that was materially prejudiced by the failure by any Indemnified Party to receive notice. Such failure to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party from any liability which such party may have for contribution or otherwise than on account of its obligations under Section 13 except to the extent that the failure results in a failure provisions of actual notice to subsections (g) or (h). If such proceedings are brought against any Indemnified Party who has notified the Indemnifying Party and such of the commencement hereof, the Indemnifying Party is damaged solely as a result of the failure shall be entitled to give notice. No Indemnifying Partyparticipate in such proceedings and, in its discretion, jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with legal counsel satisfactory to the Indemnified Party. The Indemnifying Party shall pay as incurred the fees and disbursements of such counsel. In any such claim proceedings, an Indemnified Party shall have the right to retain its own counsel at its own expense. Notwithstanding the foregoing, the Indemnifying Party shall pay as incurred, or litigationwithin thirty (30) days of presentation, shall, except with the consent fees and expenses of each legal counsel retained by Indemnifying Party in the event (i) the Indemnified Party, consent Parties have mutually agreed to entry the retention of such counsel or (ii) the named parties to any judgment or enter into such proceedings (including any settlement which does not impleaded parties) include as an unconditional term thereof both the giving Indemnifying and Indemnified Parties and representation of both parties by the claimant same counsel would be inappropriate due to actual or plaintiff to such Indemnified potential differing interests among them. It is agreed that the Indemnifying Party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.not,

Indemnification Proceedings. Each In the event that any claim or demand for which a party entitled (an “Indemnifying Party”), would be liable to indemnification pursuant to this the another party under Section 13 11.2 or Section 11.3 (the "an “Indemnified Party"”) shall give notice is asserted against or sought to the party required to provide indemnification pursuant to this Section 13 (the "Indemnifying Party") promptly after such be collected from an Indemnified Party acquires actual knowledge of any claim as to which indemnity may be soughtby a third party, and the Indemnified Party shall permit with reasonable promptness notify the Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigationdemand, shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that but the failure by any Indemnified so to notify the Indemnifying Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under Section 13 this Article XI, except to the extent the Indemnifying Party demonstrates that the failure results defense of such claim or demand is materially prejudiced thereby. The Indemnifying Party shall have 30 days from receipt of the above notice from the Indemnified Party (in a failure this Section 11.5, the “Notice Period”) to notify the Indemnified Party whether or not the Indemnifying Party desires, at the Indemnifying Party’s sole cost and expense, to defend the Indemnified Party against such claim or demand; provided, that the Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests or those of actual notice to the Indemnifying Party and not prejudicial to the Indemnifying Party. In each such instance, the Indemnifying Party is damaged solely as a result of shall employ counsel reasonably acceptable to the failure Indemnified Party. If the Indemnifying Party elects to give notice. No Indemnifying Party, in assume the defense of any such claim or litigationdemand, shallthe Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Party (i) elects not to assume the defense of such claim or demand, except with (ii) fails to give notice to the consent of each Indemnified Party during the Notice Period, (iii) fails to employ counsel reasonably acceptable to the Indemnified Party, (iv) the Indemnified Party reasonably concludes that there may be defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (v) the Indemnified Party’s counsel shall have advised the Indemnified Party in writing, with a copy delivered to the Indemnifying Party, that there is a material conflict of interest that could violate applicable standards of professional conduct to have common counsel and counsel for the Indemnifying Party concurs with that advice, the Indemnified Party shall be entitled to assume the defense of such claim or demand with counsel of its own choice, at the expense of the Indemnifying Party. If the claim or demand is asserted against both the Indemnifying Party and the Indemnified Party and based on the advice of counsel reasonably satisfactory to the Indemnifying Party it is determined that there is a conflict of interest which renders it inappropriate for the same counsel to represent both the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be responsible for paying separate counsel for the Indemnified Party; provided, however, that the Indemnifying Party shall not be responsible for paying for more than one separate firm of attorneys to represent all of the Indemnified Parties, regardless of the number of Indemnified Parties. If the Indemnifying Party elects to assume the defense of such claim or demand, (i) no compromise, admission or settlement thereof may be effected by the Indemnifying Party without the Indemnified Party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld). No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement which that does not include as an unconditional term thereof the giving by the each claimant or plaintiff to such each Indemnified Party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurredall claims asserted.

Indemnification Proceedings. Each If any claim or demand for which a party entitled (an “Indemnifying Party”) would be liable to indemnification pursuant another party to this Agreement under Section 13 11.2 or Section 11.3 (the "“Indemnified Party"”) shall give notice is asserted against or sought to the party required to provide indemnification pursuant to this Section 13 (the "Indemnifying Party") promptly after such be collected from an Indemnified Party acquires actual knowledge of any claim as to which indemnity may be soughtby a third party, and shall permit the Indemnified Party will with reasonable promptness notify the Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigationdemand, shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that but the failure by any Indemnified so to notify the Indemnifying Party to give notice as provided in this paragraph (c) shall will not relieve the Indemnifying Party of its obligations under Section 13 this Article XI, except to the extent the Indemnifying Party demonstrates that the failure results defense of such claim or demand is materially prejudiced thereby. The Indemnifying Party will have 30 days from receipt of the above notice from the Indemnified Party (in a failure this Section 11.4, the “Notice Period”) to notify the Indemnified Party whether or not the Indemnifying Party desires, at the Indemnifying Party’s sole cost and expense, to defend the Indemnified Party against such claim or demand; provided, that the Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading that it deems necessary or appropriate to protect its interests or those of actual notice to the Indemnifying Party and such not prejudicial to the Indemnifying Party. If the Indemnifying Party is damaged solely as a result of the failure elects to give notice. No Indemnifying Party, in assume the defense of any such claim or litigationdemand, shallthe Indemnified Party will have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Party elects not to assume the defense of such claim or demand (or fails to give notice to the Indemnified Party during the Notice Period), except the Indemnified Party will be entitled to assume the defense of such claim or demand with counsel of its own choice, at the consent expense of each the Indemnifying Party. If the claim or demand is asserted against both the Indemnifying Party and the Indemnified Party and based on the advice of counsel reasonably satisfactory to the Indemnified Party there are one or more defenses available to the Indemnified Party that are not available to the Indemnifying Party or there is a conflict of interest which renders it inappropriate for the same counsel to represent both the Indemnifying Party and the Indemnified Party, consent the Indemnifying Party will be responsible for paying separate counsel for the Indemnified Party; provided, however, that the Indemnifying Party will not be responsible for paying for more than one separate firm of attorneys to entry represent all of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by Indemnified Parties, regardless of the claimant or plaintiff number of Indemnified Parties. If the Indemnifying Party elects to such Indemnified Party assume the defense of a release from all liability in respect to such claim or litigation. The reimbursement required demand, (i) no compromise or settlement thereof may be effected by this Section 13 shall the Indemnifying Party without the Indemnified Party’s written consent (which will not be made unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by periodic payments during the course of Indemnifying Party and (ii) the investigation Indemnified Party will have no liability with respect to any compromise or defense, as and when bills are received or expenses incurredsettlement thereof effected without its written consent (which will not be unreasonably withheld).

Indemnification Proceedings. Each party Any Person entitled to indemnification pursuant to this Section 13 hereunder (the an "Indemnified Party") shall (i) give prompt written notice to the party required to provide Person from whom such indemnification pursuant to this Section 13 may be sought (the "Indemnifying Party") promptly after such Indemnified Party acquires actual knowledge of any claim as with respect to which indemnity may be soughtit seeks indemnification; provided, and shall permit however, that the failure to so notify the Indemnifying Party shall not relieve it of any obligation or liability which it may have hereunder or otherwise except to the extent it is materially prejudiced by such failure, and (at its expenseii) permit such Indemnifying Party to assume the defense of any such claim or any litigation resulting therefromwith counsel reasonably satisfactory to the Indemnified Party; provided provided, however, that the Indemnified Party shall have the right to select and employ separate counsel for and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (A) the Indemnifying PartyParty has agreed in writing to pay such fees or expenses, who (B) the Indemnifying Party shall conduct have failed to assume the defense of such claim or litigation, shall be acceptable within a reasonable time after having received notice of such claim from the Indemnified Party and to employ counsel reasonably satisfactory to the Indemnified Party, and or (C) in the reasonable judgment of the Indemnified Party, based upon advice of its counsel, a conflict of interest may exist between the Indemnified Party may participate and the Indemnifying Party with respect to such claims or the Indemnified Party has defenses separate and apart from the defenses of the Indemnifying Party with respect to such claims (in which case, if the Indemnified Party notifies the Indemnifying Party in writing that the Indemnified Party intends to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such claim on behalf of such Person). If such defense at is assumed by the Indemnifying Party, the Indemnifying Party shall not be subject to any liability for any settlement made without its consent, but such party's expenseconsent may not be unreasonably withheld; and provided, furtherthat an Indemnifying Party shall not be required to consent to any settlement involving the imposition of equitable remedies or involving the imposition of any material obligations on such Indemnifying Party other than financial obligations for which such Indemnified Party will be indemnified hereunder. If the Indemnifying Party assumes the defense, the Indemnifying Party shall have the right to settle such action without the consent of the Indemnified Party; provided, that the failure by Indemnifying Party shall be required to obtain such consent (which consent may be withheld in the Indemnified Party's sole discretion) if the settlement includes any admission of wrongdoing on the part of the Indemnified Party to give notice as provided in this paragraph (c) shall not relieve or any equitable remedies or restriction on the Indemnified Party or its officers, directors or employees or if the Indemnified Party reasonably believes that the Indemnifying Party of may not be able to satisfy its obligations under Section 13 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give noticethereunder. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, Party shall 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 each Indemnified Party of a an unconditional release from all liability in respect to such claim or litigation. The reimbursement required Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time from all Indemnified Parties unless (x) the employment of more than one counsel has been authorized in writing by this Section 13 the Indemnifying Party or (y) a conflict or potential conflict exists or may exist (based on advice of counsel to an Indemnified Party) between such Indemnified Parties, in each of which cases the Indemnifying Party shall be obligated to pay the reasonable fees and expenses of such additional counsel or counsels. The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by periodic payments during the course or an behalf of the investigation Indemnified Party or defenseany officer, as director or controlling Person of such Indemnified Party and when bills are received or expenses incurredshall survive the transfer of securities.

Indemnification Proceedings. Each party entitled Promptly after receipt by any indemnified person of a notice of a claim or the beginning of any action in respect of which indemnity is to indemnification be sought against an indemnifying person pursuant to this Section 13 (6.4, such indemnified person shall notify the "Indemnified Party") shall give notice indemnifying person in writing of such claim or of the commencement of such action, and, subject to the party required provisions hereinafter stated, in case any such action shall be brought against an indemnified person and such indemnifying person shall have been notified thereof, such indemnifying person shall be entitled to provide indemnification pursuant participate therein, and, to this Section 13 (the "Indemnifying Party") promptly after such Indemnified Party acquires actual knowledge of any claim as to which indemnity may be soughtextent that it shall wish, and shall permit the Indemnifying Party (at its expense) to assume the defense thereof, with counsel reasonably satisfactory to such indemnified person. After notice from the indemnifying person to such indemnified person of its election to assume the defense thereof, such indemnifying person shall not be liable to such indemnified person for any claim legal expenses subsequently incurred by such indemnified person in connection with the defense thereof; provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriate in the reasonable judgment of the indemnified person for the same counsel to represent both the indemnified person and such indemnifying person or any litigation resulting therefrom; provided that Affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel for at the Indemnifying Party, who shall conduct the defense expense of such claim or litigation, shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expenseindemnifying person; and provided, further, that no indemnifying person shall be responsible for the failure fees and expense of more than one separate counsel for all indemnified parties. The indemnifying party shall not settle an action without the consent of the indemnified party, which consent shall not be unreasonably withheld. If after proper notice of a claim or the commencement of any action against the indemnified party, the indemnifying party does not choose to participate, then the indemnified party shall assume the defense thereof and upon written notice by any Indemnified Party the indemnified party requesting advance payment of a stated amount for its reasonable defense costs and expenses, the indemnifying party shall advance payment for such reasonable defense costs and expenses (the “Advance Indemnification Payment”) to give notice as the indemnified party. In the event that the indemnified party’s actual defense costs and expenses exceed the amount of the Advance Indemnification Payment, then upon written request by the indemnified party, the indemnifying party shall reimburse the indemnified party for such difference; in the event that the Advance Indemnification Payment exceeds the indemnified party’s actual costs and expenses, the indemnified party shall promptly remit payment of such difference to the indemnifying party. If the indemnification provided for in this paragraph (c) Section 6.4 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any losses, claims, damages or liabilities referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall not relieve the Indemnifying Party of its obligations under Section 13 except to the extent that the failure results in a failure of actual notice permitted by applicable law contribute to the Indemnifying Party and amount paid or payable by such Indemnifying Party is damaged solely indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the failure to give notice. No Indemnifying Partyrelative fault of the indemnifying party on the one hand and of the indemnified party on the other, as well as any other relevant equitable considerations; provided, that in no event shall any contribution by an indemnifying party hereunder be greater in amount than the dollar amount of the proceeds (net of (i) the purchase price of the Registrable Shares included in the defense Registration Statement giving rise to such indemnification obligation and (ii) the amount of any damages such claim indemnifying party has otherwise been required to pay by reason of such untrue statement or litigation, shall, except with omission or alleged untrue statement or omission) received by such indemnifying party upon the consent sale 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. The reimbursement required by this Section 13 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurredRegistrable Shares.

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 8 (the "Indemnified Party") shall give notice to the party required to provide indemnification pursuant to this Section 13 8 (the "Indemnifying Party") promptly after such Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, Party who shall conduct the defense of such claim or litigation, litigation shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under this Section 13 8 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the 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. The reimbursement required by this Section 13 8 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each party Any Person entitled to indemnification pursuant to this Section 13 hereunder (the "an “Indemnified Party"”) shall (i) give prompt written notice to the party required to provide Person from whom such indemnification pursuant to this Section 13 may be sought (the "“Indemnifying Party"”) promptly after such Indemnified Party acquires actual knowledge of any claim as with respect to which indemnity may be soughtit seeks indemnification, and shall permit provided, however, that the failure to so notify the Indemnifying Party shall not relieve it of any obligation or liability which it may have hereunder or otherwise except to the extent it is materially prejudiced by such failure, and (at its expenseii) permit such Indemnifying Party to assume the defense of any such claim or any litigation resulting therefromwith counsel reasonably satisfactory to the Indemnified Party; provided provided, however, that the Indemnified Party shall have the right to select and employ separate counsel for and to participate in the defense of such claim, and the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (A) the Indemnifying PartyParty has agreed in writing to pay such fees or expenses, who (B) the Indemnifying Party shall conduct have failed to assume the defense of such claim or litigation, shall be acceptable within a reasonable time after having received notice of such claim from the Indemnified Party and to employ counsel reasonably satisfactory to the Indemnified Party, and (C) in the reasonable judgment of the Indemnified Party, based upon advice of its counsel, a conflict of interest exists between the Indemnified Party may participate in such defense at such party's expense; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party with respect to such claims or (D) the Indemnified Party has reasonably concluded (based on advice of its obligations under Section 13 except counsel) that there may be legal defenses available to the extent it or other Indemnified Parties that the failure results are different from or in a failure of actual notice addition to those available to the Indemnifying Party and (in which case, if the Indemnified Party notifies the Indemnifying Party in writing that the Indemnified Party elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such claim on behalf of the Indemnified Party). If such defense is assumed by the Indemnifying Party, or if such defense is not assumed by the Indemnifying Party but the Indemnifying Party acknowledges that the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld; provided, that an Indemnifying Party shall not be required to consent to any settlement involving the imposition of equitable remedies or involving the imposition of any material obligations on such Indemnifying Party is damaged solely as a result other than financial obligations for which such Indemnified Party will be indemnified hereunder. If the Indemnifying Party assumes the defense, the Indemnifying Party shall have the right to settle such action without the consent of the failure Indemnified Party; provided, that the Indemnifying Party shall be required to give noticeobtain the consent of the Indemnified Party (which consent shall not be unreasonably withheld) if the settlement includes any admission of wrongdoing on the part of the Indemnified Party or any equitable remedies or restriction on the Indemnified Party or its officers, directors or employees. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, Party shall 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 each Indemnified Party of a an unconditional release from all liability in respect to of such claim or litigation. The reimbursement required An Indemnifying Party (or, as the case may be, Indemnifying Parties) shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time from all Indemnified Parties collectively unless (x) the employment of more than one counsel has been authorized in writing by this Section 13 such Indemnifying Party (or Indemnifying Parties) or (y) a conflict exists or may exist (based on advice of counsel to an Indemnified Party) between such Indemnified Party and other Indemnified Parties, in each of which cases the Indemnifying party (or Indemnifying Parties) shall be obligated to pay the reasonable fees and expenses of such additional counselor counsels. The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by periodic payments during the course or on behalf of the investigation Indemnified Party or defenseany officer, as director or controlling Person of such Indemnified Party and when bills are received or expenses incurredshall survive the transfer of Registrable Securities.

Indemnification Proceedings. Each party Any Person entitled to indemnification pursuant to this Section 13 hereunder (the an "Indemnified Party") shall (i) give prompt written notice to the party required to provide Person from whom such indemnification pursuant to this Section 13 may be sought (the "Indemnifying Party") promptly after such Indemnified Party acquires actual knowledge of any claim as with respect to which indemnity may be soughtit seeks indemnification; provided, and shall permit however, that the failure to so notify the Indemnifying Party shall not relieve it of any obligation or liability which it may have hereunder or otherwise except to the extent it is materially prejudiced by such failure, and (at its expenseii) permit such Indemnifying Party to assume the defense of any such claim or any litigation resulting therefromwith counsel reasonably satisfactory to the Indemnified Party; provided provided, however, that the Indemnified Party shall have the right to select and employ separate counsel for and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (A) the Indemnifying PartyParty has agreed in writing to pay such fees or expenses, who (B) the Indemnifying Party shall conduct have failed to assume the defense of such claim or litigation, shall be acceptable within a reasonable time after having received notice of such claim from the Indemnified Party and to employ counsel reasonably satisfactory to the Indemnified Party, and or (C) in the reasonable judgment of the Indemnified Party, based upon advice of its counsel, a conflict of interest may exist between the Indemnified Party may participate and the Indemnifying Party with respect to such claims or the Indemnified Party has defenses separate and apart from the defenses of the Indemnifying Party with respect to such claims (in which case, if the Indemnified Party notifies the Indemnifying Party in writing that the Indemnified Party intends to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such claim on behalf of such Person). If such defense at is assumed by the Indemnifying Party, the Indemnifying Party shall not be subject to any liability for any settlement made without its consent, but such party's expenseconsent may not be unreasonably withheld; and provided, furtherthat an Indemnifying Party shall not be required to consent to any settlement involving the imposition of equitable remedies or involving the imposition of any material obligations on such Indemnifying Party other than financial obligations for which such Indemnified Party will be indemnified hereunder. If the Indemnifying Party assumes the defense, the Indemnifying Party shall have the right to settle such action without the consent of the Indemnified Party; provided, that the failure by Indemnifying Party shall be required to obtain such consent (which consent may be withheld in the Indemnified Party's sole discretion) if the settlement includes any admission of wrongdoing on the part of the Indemnified Party to give notice as provided in this paragraph (c) shall not relieve or any equitable remedies or restriction on the Indemnified Party or its officers, directors or employees or if the Indemnified Party reasonably believes that the Indemnifying Party of may not be able to satisfy its obligations under Section 13 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give noticethereunder. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, Party shall consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.an

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 8 (the "Indemnified Party") shall give notice to the party required to provide indemnification pursuant to this Section 13 8 (the "Indemnifying Party") promptly after such Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense of any 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 reasonably acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under this Section 13 8 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the 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. The reimbursement required by this Section 13 8 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action against such indemnified party, such 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 commencement thereof; but the omission so to notify the indemnifying party will not relieve the indemnifying party from any liability which it may have to any indemnified party except to the extent the failure of the indemnified party to provide such written notification actually prejudices the ability of the indemnifying party to defend such action. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to indemnification pursuant to this Section 13 (the "Indemnified Party") shall give notice participate in, and, to the extent that it may wish, jointly with any other indemnifying party required similarly notified, assume the defense thereof, subject to provide indemnification pursuant the provisions herein stated and after notice from the indemnifying party to this Section 13 such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party hereunder for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless the indemnifying party shall not pursue the action to its final conclusion. The indemnified parties as a group shall have the right to employ one separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the action with counsel reasonably satisfactory to the indemnified party unless (i) the "Indemnifying Party"employment of such counsel has been specifically authorized in writing by the indemnifying party, or (ii) promptly after the named parties to any such Indemnified Party acquires actual knowledge of action (including any claim as to which indemnity impleaded parties) include both the indemnified party and the indemnifying party and the indemnified party shall have been reasonably advised by its counsel that there may be sought, and one or more legal defenses available to the indemnifying party different from or in conflict with any legal defenses which may be available to the indemnified party or any other indemnified party (in which case the indemnifying party shall permit not have the Indemnifying Party (at its expense) right to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense such action on behalf of such claim or litigationindemnified party, shall be acceptable to the Indemnified Partyit being understood, and the Indemnified Party may participate in such defense at such party's expense; and provided, furtherhowever, that the failure indemnifying party shall, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable only for the reasonable fees and expenses of one separate firm of attorneys for the indemnified party, which firm shall be designated in writing by the indemnified party). No settlement of any Indemnified Party to give notice action against an indemnified party shall be made without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed so long as such settlement includes a full release of claims against the indemnified party. All expenses of the indemnified party (including costs of defense and investigation incurred in a manner not inconsistent with this Section and, except as otherwise provided in this paragraph (cabove, reasonable attorneys’ fees and expenses) shall not relieve be paid by the Indemnifying Party indemnifying party to the indemnified party within ten (10) business days of its obligations under Section 13 except written notice thereof with reasonably detailed and reliable supporting documentation to the indemnifying party; provided, that the indemnifying party may require such indemnified party to undertake to reimburse the indemnifying party for all of such fees and expenses, with interest at market rates, if and to the extent that the failure results in a failure of actual notice it is finally judicially determined that such indemnified party is not entitled to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the 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. The reimbursement required by this Section 13 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurredindemnification hereunder.

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 12 (the "Indemnified Party") shall give notice to the party required to provide indemnification pursuant to this Section 13 12 (the "Indemnifying Party") promptly after such Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense of any 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 acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under Section 13 12 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the 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. The reimbursement required by this Section 13 12 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each In the event that any claim or demand for which a party entitled (an "Indemnifying Party"), would be liable to indemnification pursuant to this the another party under Section 13 12.2 or Section 12.3 (the an "Indemnified Party") shall give notice is asserted against or sought to the party required to provide indemnification pursuant to this Section 13 (the "Indemnifying Party") promptly after such be collected from an Indemnified Party acquires actual knowledge of any claim as to which indemnity may be soughtby a third party, and the Indemnified Party shall permit with reasonable promptness notify the Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigationdemand, shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that but the failure by any Indemnified so to notify the Indemnifying Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under Section 13 this Article XII, except to the extent the Indemnifying Party demonstrates that the failure results defense of such claim or demand is materially prejudiced thereby. The Indemnifying Party shall have 30 days from receipt of the above notice from the Indemnified Party (in a failure this Section 12.4, the "Notice Period") to notify the Indemnified Party whether or not the Indemnifying Party desires, at the Indemnifying Party's sole cost and expense, to defend the Indemnified Party against such claim or demand; provided, that the Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interest or those of actual notice to the Indemnifying Party and such not prejudicial to the Indemnifying Party. If the Indemnifying Party is damaged solely as a result of the failure elects to give notice. No Indemnifying Party, in assume the defense of any such claim or litigationdemand, shallthe Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Party elects not to assume the defense of such claim or demand (or fails to give notice to the Indemnified Party during the Notice Period), except the Indemnified Party shall be entitled to assume the defense of such claim or demand with counsel of its own choice, at the consent expense of each the Indemnifying Party. If the claim or demand is asserted against both the Indemnifying Party and the Indemnified Party and based on the advice of counsel reasonably satisfactory to the Indemnifying Party it is determined that there is a conflict of interest which renders it inappropriate for the same counsel to represent both the Indemnifying Party and the Indemnified Party, consent the Indemnifying Party shall be responsible for paying separate counsel for the Indemnified Party; provided, however, that the Indemnifying Party shall not be responsible for paying for more than one separate firm of attorneys to entry represent all of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by Indemnified Parties, regardless of the claimant or plaintiff number of Indemnified Parties. If the Indemnifying Party elects to such Indemnified Party assume the defense of a release from all liability in respect to such claim or litigationdemand, (i) no compromise or settlement thereof may be effected by the Indemnifying Party without the Indemnified Party's written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld). The reimbursement required by this Section 13 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred12.5.

Indemnification Proceedings. Each In the event that any claim or demand for which a party entitled (an "Indemnifying Party"), would be liable to indemnification pursuant to this the another party under Section 13 12.2, or Section 12.3 (the an "Indemnified Party") shall give notice is asserted against or sought to the party required to provide indemnification pursuant to this Section 13 (the "Indemnifying Party") promptly after such be collected from an Indemnified Party acquires actual knowledge of any claim as to which indemnity may be soughtby a third party, and the Indemnified Party shall permit with reasonable promptness notify the Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigationdemand, shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that but the failure by any Indemnified so to notify the Indemnifying Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under Section 13 this Article XII, except to the extent the Indemnifying Party demonstrates that the failure results defense of such claim or demand is materially prejudiced thereby. The Indemnifying Party shall have 30 days from receipt of the above notice from the Indemnified Party (in a failure this Section 12.4, the "Notice Period") to notify the Indemnified Party whether or not the Indemnifying Party desires, at the Indemnifying Party's sole cost and expense, to defend the Indemnified Party against such claim or demand; provided, that the Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests or those of actual notice to the Indemnifying Party and such not prejudicial to the Indemnifying Party. If the Indemnifying Party is damaged solely as a result of the failure elects to give notice. No Indemnifying Party, in assume the defense of any such claim or litigationdemand, shallthe Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Party elects not to assume the defense of such claim or demand (or fails to give notice to the Indemnified Party during the Notice Period), except the Indemnified Party shall be entitled to assume the defense of such claim or demand with counsel of its own choice, at the consent expense of each the Indemnifying Party. If the claim or demand is asserted against both the Indemnifying Party and the Indemnified Party and based on the advice of counsel reasonably satisfactory to the Indemnifying Party it is determined that there is a conflict of interest which renders it inappropriate for the same counsel to represent both the Indemnifying Party and the Indemnified Party, consent the Indemnifying Party shall be responsible for paying separate counsel for the Indemnified Party; provided, however, that the Indemnifying Party shall not be responsible for paying for more than one separate firm of attorneys to entry represent all of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by Indemnified Parties, regardless of the claimant or plaintiff number of Indemnified Parties. If the Indemnifying Party elects to such Indemnified Party assume the defense of a release from all liability in respect to such claim or litigation. The reimbursement required demand, (i) no compromise or settlement thereof may be effected by this Section 13 the Indemnifying Party without the Indemnified Party's written consent (which shall not be made unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by periodic payments during the course of Indemnifying Party and (ii) the investigation Indemnifying Party shall have no liability with respect to any compromise or defense, as and when bills are received or expenses incurredsettlement thereof effected without its written consent (which shall not be unreasonably withheld).

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 8(h) (the "Indemnified Partyindemnified party") shall give notice to the party required to provide indemnification pursuant to this Section 13 8(h) (the "Indemnifying Partyindemnifying party") promptly after such Indemnified Party indemnified party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party indemnifying party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided provided, that counsel for the Indemnifying Partyindemnifying party, who shall conduct the defense of such claim or litigation, shall be reasonably acceptable to the Indemnified Partyindemnified party, and the Indemnified Party indemnified party may participate in such defense at such party's expense; and provided, further, that notwithstanding the election of the indemnifying party to assume the defense of any such claim or litigation, the indemnified party shall have the right to employ separate counsel and to participate in the defense of such claim or litigation and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel, if (x) there may be legal defenses available to such indemnified party which are different from or additional to those available to the indemnified party, or both are defendants in an action and a conflict of interest would prevent the same counsel from representing both; (y) the indemnifying party shall not have employed counsel to represent the indemnified party reasonably satisfactory to such indemnified party within a reasonable time after notice of any such claim or litigation; or (z) the indemnifying party shall authorize such indemnified party to employ such separate counsel at its expense; and provided, further, that the failure by any Indemnified Party indemnified party to give notice as provided in this paragraph (ciii) shall not relieve the Indemnifying Party indemnifying party of its obligations under this Section 13 8(h) except to the extent that the failure results in a failure of actual notice to the Indemnifying Party indemnifying party and such Indemnifying Party indemnifying party is damaged solely as a result of the failure to give notice. No Indemnifying Partyindemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Partyindemnified 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 indemnified party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 8(h) shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each party entitled (1) Any Party seeking indemnification under this Article (subject to indemnification pursuant to this the limitation contained in Section 13 8.05 (the "Indemnified Partyindemnified party") shall give notice to forthwith notify the party required to provide Party against whom a claim for indemnification pursuant to this Section 13 is sought hereunder (the "Indemnifying Partyindemnifying party") promptly after such Indemnified Party acquires actual knowledge in writing, which notice shall specify, in reasonable detail, the nature and estimated amount of any the claim. If a claim as to which indemnity may be soughtby a third party is made against an indemnified party, and if the indemnified party intends to seek indemnity with respect thereto under this Article, the indemnified party shall promptly (and in any case within 30 days of such claim being made) notify the indemnifying party of such with reasonable particulars. The indemnifying party shall have 30 days after receipt of such notice to undertake, conduct and control, through counsel of its own choosing and at its expense, the settlement or defence thereof, and the indemnified party shall cooperate with it in connection therewith; except that with respect to settlements entered into by the indemnifying party (i) the consent of the indemnified party shall be required if the settlement provides for equitable relief against the indemnified party, which consent shall not be unreasonably withheld or delayed; and (ii) the indemnifying party shall obtain the release of the indemnified party. If the indemnifying party undertakes, conducts and controls the settlement or defence of such claim (i) the indemnifying party shall permit the Indemnifying Party (at its expense) indemnified party to assume the defense of any 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 acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at settlement or defence through counsel chosen by the indemnified party, provided that the fees and expenses of such counsel shall be borne by the indemnified party's expense; and provided, further, that (ii) the failure indemnifying party shall promptly reimburse the indemnified party for the full amount of any loss resulting from any claim and all related expenses (other than the fees and expenses of counsel as aforesaid) incurred by any Indemnified Party to give notice as provided in this paragraph (c) the indemnified party. The indemnified party shall not relieve pay or settle any claim so long as the Indemnifying Party of its obligations under Section 13 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party indemnifying party is damaged solely as a result of the failure to give notice. No Indemnifying Party, in the defense of reasonably contesting any such claim in good faith on a timely basis. Notwithstanding the two immediately preceding sentences, the indemnified party shall have the right to pay or litigationsettle any such claim, shall, except with the consent of each Indemnified Party, consent provided that in such event it shall waive any right to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving indemnity therefor by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurredindemnifying party.

Indemnification Proceedings. Each party Any Person entitled to indemnification pursuant to this Section 13 hereunder (the an "Indemnified Party") shall (i) give prompt written notice to the party required to provide Person from whom such indemnification pursuant to this Section 13 may be sought (the "Indemnifying Party") promptly after such Indemnified Party acquires actual knowledge of any claim as with respect to which indemnity may be soughtit seeks indemnification, and shall permit provided, however, that the failure so to notify the Indemnifying Party shall not relieve it of any obligation or liability which it may have hereunder or otherwise except to the extent it is materially prejudiced by such failure and (at its expenseii) permit such Indemnifying Party to assume the defense of any such claim or any litigation resulting therefromwith counsel reasonably satisfactory to the Indemnified Party; provided provided, however, that the Indemnified Party shall have the right to select and employ separate counsel for and to participate in the defense of such claim, and the fees and expenses of such counsel shall be at the expense of the Indemnified Party, unless (A) the Indemnifying PartyParty has agreed in writing to pay such fees or expenses, who (B) the Indemnifying Party shall conduct have failed to assume the defense of such claim or litigation, shall be acceptable within a reasonable time after having received notice of such claim from the Indemnified Party and to employ counsel reasonably satisfactory to the Indemnified Party, and (C) in the reasonable judgment of the Indemnified Party, based on advice of its counsel, a conflict of interest exists between the Indemnified Party may participate in such defense at such party's expense; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party with respect to such claims or (D) the Indemnified Party has reasonably concluded (based on advice of its obligations under Section 13 except counsel) that there may be legal defenses available to the extent it or other Indemnified Parties that the failure results are different from or in a failure of actual notice addition to those available to the Indemnifying Party and (in which case, if the Indemnified Party notifies the Indemnifying Party in writing that the Indemnified Party elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such claim on behalf of the Indemnified Party). If such defense is assumed by the Indemnifying Party, or if such defense is not assumed by the Indemnifying Party but the Indemnifying Party acknowledges that the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably delayed or withheld; provided, that an Indemnifying Party shall not be required to consent to any settlement involving the imposition of equitable remedies or involving the imposition of any material obligations on such Indemnifying Party is damaged solely as a result of other than financial obligations for which such Indemnified Party will be indemnified hereunder. If the failure Indemnifying Party assumes the defense, the Indemnifying Party shall have the right to give notice. No Indemnifying Party, in the defense of any settle such claim or litigation, shall, except with action without the consent of each the Indemnified Party; provided, that the Indemnifying Party shall be required to obtain the consent of the Indemnified Party (which consent shall not be unreasonably withheld) if the settlement includes any admission of wrongdoing on the part of the Indemnified Party or any equitable remedies or restriction on the Indemnified Party or its officers, directors or employees and no Indemnifying Party shall 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 each Indemnified Party of a an unconditional release from all liability in respect to of such claim or litigation. The reimbursement required An Indemnifying Party (or, as the case may be, Indemnifying Parties) shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time from all Indemnified Parties collectively unless (x) the employment of more than one counsel has been authorized in writing by this Section 13 such Indemnifying Party (or Indemnifying Parties) or (y) a conflict exists or may exist (based on advice of counsel to an Indemnified Party) between such Indemnified Party and other Indemnified Parties, in each of which cases the Indemnifying Party (or Indemnifying Parties) shall be obligated to pay the reasonable fees and expenses of such additional counsel or counsels. The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by periodic payments during the course or on behalf of the investigation Indemnified Party or defenseany officer, as director or controlling Person of such Indemnified Party and when bills are received or expenses incurredshall survive the transfer of Registrable Securities.

Indemnification Proceedings. Each party entitled to indemnification In any proceedings (including any governmental investigation) instituted against any person in respect of which indemnity may be brought pursuant to this Section 13 subsections 2.1 and 2.2 above, such person (the "Indemnified Party") shall give notice to promptly notify the party required to provide indemnification pursuant to this Section 13 person or entity against whom such indemnity may be sought (the "Indemnifying Party") promptly after such in writing. No indemnification provided for in subsections 2.1 or 2.2 shall be available to any Indemnified Party acquires actual knowledge of any claim as who fails to which indemnity may be sought, and shall permit give notice if the Indemnifying Party (at its expense) was not aware of the proceedings to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of which such claim or litigation, shall be acceptable to the Indemnified Party, notice would have related and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that was materially prejudiced by the failure by any Indemnified Party to receive notice. Such failure to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party from any liability which such party may have for contribution or otherwise than on account of its obligations under Section 13 except to the extent that the failure results in a failure provisions of actual notice to subsections 2.1 or 2.2. If such proceedings are brought against any Indemnified Party who has notified the Indemnifying Party and such of the commencement hereof, the Indemnifying Party is damaged solely as a result of the failure shall be entitled to give notice. No Indemnifying Partyparticipate in such proceedings and, in its discretion, jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with legal counsel satisfactory to the Indemnified Party. The Indemnifying Party shall pay as incurred the fees and disbursements of such counsel. In any such proceedings, an Indemnified Party shall have the right to retain its own counsel at its own expense. Notwithstanding the foregoing, the Indemnifying Party shall pay as incurred, or within thirty (30) days of presentation, the fees and expenses of legal counsel retained by Indemnifying Party in the event (i) the Indemnified Parties have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceedings (including any impleaded parties) include both the Indemnifying and Indemnified Parties and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests among them. It is agreed that the Indemnifying Party shall not, in connection with any proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm for all Indemnified Parties. Such firm shall be designated in writing by the Indemnified Parties. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such claim consent or litigationif there is a final judgment for the plaintiff, shall, except with the consent of each Indemnified Party, consent Indemnifying Party agrees to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof indemnify the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim and against any loss or litigation. The reimbursement required by this Section 13 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.liability

Indemnification Proceedings. Each party If any action or proceeding (including any governmental investigation or inquiry) shall be brought or any claim shall be asserted against any person entitled to indemnification pursuant to this Section 13 indemnity hereunder (an "indemnified party"), such indemnified party shall promptly notify the party from which such indemnity is sought (the "Indemnified Partyindemnifying party") in writing, and the indemnifying party shall give notice assume the defense thereof, including the employment of counsel reasonably satisfactory to the indemnified party required and the payment of all fees and expenses incurred in connection with the defense thereof. Any such indemnified party shall have the right to provide indemnification pursuant employ separate counsel in any such action, claim, or proceeding and to this Section 13 participate in the defense thereof, but the fees and expenses of such separate counsel shall be borne by such indemnified party unless (a) the "Indemnifying Party"indemnifying party has agreed to pay such fees and expenses, (b) the indemnifying party shall have failed to promptly after assume the defense of such Indemnified Party acquires actual knowledge of action, claim, or proceeding, or (c) the named parties to any claim as to which indemnity such action, claim, or proceeding (including any impleaded parties) include both such indemnified party and the indemnifying party, and such indemnified party shall have been advised by counsel that there may be soughtone or more legal defenses available to it which are different from or in addition to those available to the indemnifying party and that the assertion of such defenses would create a conflict of interest such that counsel employed by the indemnifying party could not faithfully represent the indemnified party (in which case, and if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall permit not have the Indemnifying Party (at its expense) right to assume the defense of such action, claim, or proceeding on behalf of such indemnified party, it being understood, however, that the indemnifying party shall not, in connection with any claim one such action, claim, or any litigation resulting therefrom; provided that counsel proceeding or separate but substantially similar or related actions, claims or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the Indemnifying Partyreasonable fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all such indemnified parties, who shall conduct unless in the defense reasonable judgment of such claim indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such action, claim, or litigationproceeding, in which event the indemnifying party shall be acceptable obligated to pay the Indemnified Party, fees and the Indemnified Party may participate in expenses of such defense at additional counsel). The indemnifying party shall not be liable for any settlement of any such action or proceeding effected without such party's expense; and providedwritten consent, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) shall which will not relieve the Indemnifying Party of its obligations under Section 13 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the 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. The reimbursement required by this Section 13 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurredunreasonably withheld.

Indemnification Proceedings. Each In the event that any claim or demand for which a party entitled (an “Indemnifying Party”), would be liable to indemnification pursuant to this the another party under Section 13 9.2 or Section 9.3 (the "an “Indemnified Party"”) shall give notice is asserted against or sought to the party required to provide indemnification pursuant to this Section 13 (the "Indemnifying Party") promptly after such be collected from an Indemnified Party acquires actual knowledge of any claim as to which indemnity may be soughtby a third party, and the Indemnified Party shall permit with reasonable promptness notify the Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigationdemand, shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that but the failure by any Indemnified so to notify the Indemnifying Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under Section 13 this Article IX, except to the extent the Indemnifying Party demonstrates that the failure results defense of such claim or demand is materially prejudiced thereby. The Indemnifying Party shall have 30 days from receipt of the above notice from the Indemnified Party (in a failure this Section 9.4, the “Notice Period”) to notify the Indemnified Party whether or not the Indemnifying Party desires, at the Indemnifying Party’s sole cost and expense, to defend the Indemnified Party against such claim or demand; provided, that the Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests or those of actual notice to the Indemnifying Party and such not prejudicial to the Indemnifying Party. If the Indemnifying Party is damaged solely as a result of the failure elects to give notice. No Indemnifying Party, in assume the defense of any such claim or litigationdemand, shallthe Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Party elects not to assume the defense of such claim or demand (or fails to give notice to the Indemnified Party during the Notice Period), except the Indemnified Party shall be entitled to assume the defense of such claim or demand with counsel of its own choice, at the consent expense of each the Indemnifying Party. If the claim or demand is asserted against both the Indemnifying Party and the Indemnified Party and based on the advice of counsel reasonably satisfactory to the Indemnifying Party it is determined that there is a conflict of interest which renders it inappropriate for the same counsel to represent both the Indemnifying Party and the Indemnified Party, consent the Indemnifying Party shall be responsible for paying the reasonable expenses of separate counsel for the Indemnified Party; provided, however, that the Indemnifying Party shall not be responsible for paying for more than one separate firm of attorneys to entry represent all of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by Indemnified Parties, regardless of the claimant or plaintiff number of Indemnified Parties. If the Indemnifying Party elects to such Indemnified Party assume the defense of a release from all liability in respect to such claim or litigation. The reimbursement required demand, (i) no compromise or settlement thereof may be effected by this Section 13 the Indemnifying Party without the Indemnified Party’s written consent (which shall not be made unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by periodic payments during the course of Indemnifying Party and (ii) the investigation Indemnifying Party shall have no liability with respect to any compromise or defense, as and when bills are received or expenses incurredsettlement thereof effected without its written consent (which shall not be unreasonably withheld).

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 8 (the "Indemnified PartyINDEMNIFIED PARTY") shall give notice to the party required to provide indemnification pursuant to this Section 13 8 (the "Indemnifying PartyINDEMNIFYING PARTY") promptly after such Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided PROVIDED that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and providedPROVIDED, furtherFURTHER, that the failure by any Indemnified Party to give notice as provided in this paragraph (cC) shall not relieve the Indemnifying Party of its obligations under this Section 13 8 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the 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. The reimbursement required by this Section 13 8 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each In the event that any claim or demand for which a party entitled (an “Indemnifying Party”), would be liable to indemnification pursuant to this another party under Section 13 11.2 or Section 11.3 (the "an “Indemnified Party"”) shall give notice is asserted against or sought to the party required to provide indemnification pursuant to this Section 13 (the "Indemnifying Party") promptly after such be collected from an Indemnified Party acquires actual knowledge of any claim as to which indemnity may be soughtby a third party, and the Indemnified Party shall permit with reasonable promptness notify the Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigationdemand, shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that but the failure by any Indemnified so to notify the Indemnifying Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under Section 13 this Article XI, except to the extent the Indemnifying Party demonstrates that the failure results defense of such claim or demand is materially prejudiced thereby. The Indemnifying Party shall have 30 days from receipt of the above notice from the Indemnified Party (in a failure this Section 11.5, the “Notice Period”) to notify the Indemnified Party whether or not the Indemnifying Party desires, at the Indemnifying Party’s sole cost and expense, to defend the Indemnified Party against such claim or demand; provided, that the Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests or those of actual notice to the Indemnifying Party and such not prejudicial to the Indemnifying Party. If the Indemnifying Party is damaged solely as a result of the failure elects to give notice. No Indemnifying Party, in assume the defense of any such claim or litigationdemand, shallthe Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Party elects not to assume the defense of such claim or demand (or fails to give notice to the Indemnified Party during the Notice Period), except the Indemnified Party shall be entitled to assume the defense of such claim or demand with counsel of its own choice, at the consent expense of each the Indemnifying Party. If the claim or demand is asserted against both the Indemnifying Party and the Indemnified Party and based on the advice of counsel reasonably satisfactory to the Indemnifying Party it is determined that there is a conflict of interest which renders it inappropriate for the same counsel to represent both the Indemnifying Party and the Indemnified Party, consent the Indemnifying Party shall be responsible for paying separate counsel for the Indemnified Party; provided, however, that the Indemnifying Party shall not be responsible for paying for more than one separate firm of attorneys to entry represent all of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by Indemnified Parties, regardless of the claimant or plaintiff number of Indemnified Parties. If the Indemnifying Party elects to such Indemnified Party assume the defense of a release from all liability in respect to such claim or litigation. The reimbursement required demand, (i) no compromise or settlement thereof may be effected by this Section 13 the Indemnifying Party without the Indemnified Party’s written consent (which shall not be made unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by periodic payments during the course of Indemnifying Party and (ii) the investigation Indemnifying Party shall have no liability with respect to any compromise or defense, as and when bills are received or expenses incurredsettlement thereof effected without its written consent (which shall not be unreasonably withheld).

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 6 (the "“Indemnified Party"”) shall give notice to the party required to provide indemnification pursuant to this Section 13 6 (the "“Indemnifying Party"”) promptly after such Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, Party who shall conduct the defense of such claim or litigation, litigation shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's ’s expense; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under this Section 13 6 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the 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. The reimbursement required by this Section 13 6 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 7 (the "Indemnified Party"“indemnified party”) shall give notice to the party required to provide indemnification pursuant to this Section 13 7 (the "Indemnifying Party"“indemnifying party”) promptly after such Indemnified Party indemnified party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party indemnifying party (at its expense), upon written notice to the indemnified party within thirty (30) days after receipt of the indemnified party’s notice, to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Partyindemnifying party, who shall conduct the defense of such claim or litigation, shall be reasonably acceptable to the Indemnified Partyindemnified party (unless objected to within ten (10) days after the indemnifying party’s notice, such counsel shall be deemed acceptable), and the Indemnified Party indemnified party may participate in such defense at such the indemnified party's ’s expense; and provided, further, that (i) the failure by any Indemnified Party indemnified party to give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party indemnifying party of its obligations under this Section 13 7 except to the extent that the failure results in a failure of actual notice to the Indemnifying Party indemnifying party and such Indemnifying Party indemnifying party is damaged solely materially prejudiced as a result of the failure to give notice and (ii) in the event of any failure of the indemnifying party to retain counsel to assume the defense of such claim or litigation within thirty (30) days after receipt of the indemnified party’s notice, the indemnified party may retain such counsel at the indemnifying party’s expense. No Indemnifying Partyindemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Partyindemnified 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 indemnified party of a release from all liability in respect to such claim or litigationlitigation or which includes an admission of fault by the indemnified party or the entry of any injunction against the indemnified party. The reimbursement required by this Section 13 7 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification Proceedings. Each party Any Person entitled to indemnification under Section 6.1 or Section 6.2 agrees to give prompt written notification to the indemnifying party after the receipt by such indemnified party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which such indemnified party may claim indemnification or contribution pursuant to this Section 13 (the "Indemnified Party") shall give notice to the party required to provide indemnification pursuant to this Section 13 (the "Indemnifying Party") promptly after such Indemnified Party acquires actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense of any claim or any litigation resulting therefromAgreement; provided that counsel for failure to give such notification shall not affect the Indemnifying Partyobligations of the indemnifying party pursuant to Section 6.1, who Section 6.2 or Section 6.4 except to the extent the indemnifying party shall conduct the defense have been actually prejudiced as a result of such claim or litigation, shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such defense at such party's expensefailure; and provided, further, that if the failure by any Indemnified Party indemnified party shall fail to give provide such notice as provided in this paragraph (c) to the indemnifying party, then the indemnifying party shall not relieve be required to pay the Indemnifying Party costs and expenses of its obligations under Section 13 except such indemnified party incurred by such indemnified party during the period commencing on the date such indemnified party was required to provide such notice to the indemnifying party and ending on the date that the indemnifying party has knowledge of such action, suit, proceeding or investigation. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that the failure results in a failure of actual notice it shall wish, jointly with any other indemnifying party similarly notified, to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give notice. No Indemnifying Party, in assume the defense of any such claim or litigationthereof, 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 counsel reasonably satisfactory to such Indemnified Party of a release indemnified party, and after notice from all liability in respect the indemnifying party to such claim or litigation. The reimbursement required by this Section 13 shall be made by periodic payments during indemnified party of its election so to assume the course of defense thereof, the investigation or defense, as and when bills are received or expenses incurred.indemnifying party shall

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 3.7 (the "Indemnified Party"“indemnified party”) shall will give notice to the party required to provide indemnification pursuant to this Section 13 3.7 (the "Indemnifying Party"“indemnifying party”) promptly after such Indemnified Party indemnified party acquires actual knowledge of any claim as to which indemnity may be sought, and shall will permit the Indemnifying Party indemnifying party (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided provided, that counsel for the Indemnifying Partyindemnifying party, who shall will conduct the defense of such claim or litigation, shall must be reasonably acceptable to the Indemnified Partyindemnified party, and the Indemnified Party indemnified party may participate in such defense at such indemnified party's ’s expense; and and; provided, further, that the failure by any Indemnified Party indemnified party to give notice as provided in this paragraph (c) shall will not relieve the Indemnifying Party any indemnifying party of its obligations under this Section 13 3.7 except if and to the extent that the such failure results in a failure of actual notice to the Indemnifying Party indemnifying party and such Indemnifying Party indemnifying party is damaged actually prejudiced solely as a result of the such failure to give notice. Notwithstanding the preceding sentence, an 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 action. No Indemnifying Partyindemnifying party, in the defense of any such claim or litigation, shallwill, except with the consent of each Indemnified Partyindemnified party, consent to entry of any judgment or enter into any settlement which that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party indemnified party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 shall 3.7 will be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred, and may be conditioned upon an undertaking by the indemnified party to reimburse the indemnifying party in the event the indemnified party is finally determined by a court of competent jurisdiction not to be entitled to indemnification.

Indemnification Proceedings. Each party entitled to (1) Any Party seeking indemnification pursuant to under this Section 13 7.4 (the "“Indemnified Party"”) shall give notice to promptly notify the party required to provide Person against whom a Claim for indemnification pursuant to this Section 13 is sought hereunder (the "“Indemnifying Party"”) promptly after such Indemnified Party acquires actual knowledge in writing, which notice shall specify, in reasonable detail, the nature and estimated amount of any claim as the Claim. The omission to which indemnity may be sought, and shall permit notify will not relieve the Indemnifying Party from any obligation to indemnify unless the notification occurs after the expiration of the survival periods set forth in Section 7.1 or (at and only to the extent that) the omission to notify materially prejudices the ability of the indemnifying party to exercise its expenseright to defend set forth herein. If a Claim by a third party is made against an Indemnified Party, and if the Indemnified Party intends to seek indemnity with respect thereto under this Section 7.4, the Indemnified Party shall promptly (and in any case within thirty (30) to assume the defense days of any claim or any litigation resulting therefrom; provided that counsel for such Claim being made) notify the Indemnifying Party, who shall conduct the defense Party of such claim or litigationwith reasonable particulars. The Indemnifying Party shall have thirty (30) days after receipt of such notice to notify the Indemnified Party that it acknowledges its obligation to indemnify hereunder with respect to such Claim and to undertake, shall be conduct and control, through counsel of its own choosing that is acceptable to the Indemnified Party, acting reasonably, and at its expense, the settlement or defense thereof, and the Indemnified Party may shall cooperate with it in connection therewith; except that with respect to settlements entered into by the Indemnifying Party (a) the consent of the Indemnified Party shall be required if the settlement provides for equitable relief against the Indemnified Party or requires any relief (including acknowledgements, admissions or waivers) other than the payment of money for which the Indemnified Party is entitled to full indemnification hereunder, which consent shall not be unreasonably withheld or delayed; and (b) the Indemnifying Party shall obtain a full and final unconditional release of the Indemnified Party from the claimant, on terms satisfactory to the Indemnified Party, acting reasonably. If the Indemnifying Party undertakes, conducts and controls the settlement or defense of such Claim, (a) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense at through counsel chosen by the Indemnified Party, provided that the fees and expenses of such party's expensecounsel shall be borne by the Indemnified Party; and provided, further, that the failure by any Indemnified Party to give notice as provided in this paragraph (cb) shall not relieve the Indemnifying Party shall promptly reimburse the Indemnified Party for the full amount of its obligations under Section 13 except any loss resulting from any Claim and all related expenses (other than the fees and expenses of counsel as aforesaid) incurred by the Indemnified Party. Notwithstanding the immediately preceding sentence, the Indemnified Party shall have the right to pay or settle any such Claim, provided that in such event it shall waive any right to indemnity therefor by the extent that the failure results in a failure of actual notice to Indemnifying Party. The Indemnified Party shall not pay or settle any Claim so long as the Indemnifying Party is reasonably contesting any such Claim in good faith on a timely basis, failing which the Indemnified Party shall be entitled to defend, compromise and settle any such Indemnifying Party is damaged solely as a result Claim for the account, and at the risk and cost and expense, of the failure to give notice. No Indemnifying Party, in provided that the Indemnified Party may not assume the defense of any such claim or litigation, shall, except with Claim unless it gives the consent of each Indemnified Party, consent Indemnifying Party written demand to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof diligently pursue the giving by defense and the claimant or plaintiff Indemnifying Party fails to such Indemnified Party of a release from all liability in respect to such claim or litigation. The reimbursement required by this Section 13 shall be made by periodic payments during the course do so within fourteen (14) days after receipt of the investigation demand, or defensesuch shorter period as may be required to respond to any deadline imposed by a court, as and when bills are received arbitrator or expenses incurredother tribunal.

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 Schedule 15 (the "Indemnified PartyIndemnifiee") shall will give notice to the party required to provide indemnification pursuant to this Section 13 (the "Indemnifying PartyIndemnifior") promptly after such Indemnified Party the Indemnifiee acquires actual knowledge of any claim as to which indemnity may be sought, and shall will permit the Indemnifying Party Indemnifior (at his, her, or its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that therefrom with counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be acceptable reasonably satisfactory to the Indemnified PartyIndemnifiee (it being agreed in advance that Bingham Dana LLP or Katten Muchin & Zavis will be satisfactory); provided, and that any failure or delay by any Indemnifiee in giving such notice will relieve any Indemnifior of his, her, or its obligations under this Schedule 15 only to the Indemnified Party may participate in extent, if any, that such defense at such party's expenseIndemnifior is actually prejudiced; and further provided, further, that the failure by any Indemnified Party to give Indemnifior may so assume the defense only if it gives written notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under Section 13 except such assumption to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result Indemnifiee within 15 days following its receipt of the failure Indemnifiee's notice pursuant to give noticethis section. No Indemnifying PartyExcept with the prior written consent of an Indemnifiee (which consent will not be unreasonably withheld or delayed), no Indemnifior, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, will consent to entry of any judgment or enter into any settlement which that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party Indemnifiee of a release from all liability in respect of such claim or litigation. Notwithstanding anything to the contrary herein, any Indemnifiee will have the right to employ separate counsel to represent such Indemnifiee, if in the reasonable opinion of the Indemnifiee's counsel, there exists or may exist a material conflict of interest between the Indemnifior and the Indemnifiee with respect to such claim or litigation. The reimbursement required by this Section 13 shall be made by periodic payments during the course , such that representation of the investigation Indemnifior and the Indemnifiee by the same counsel is not appropriate, and in that case the reasonable fees and expenses of the Indemnifiee's separate counsel will be borne by the Indemnifior. Each of the parties will cooperate with the others in the defense of any claim or defenselitigation pursuant to this section and will make available to the party assuming control of the defense thereof all such records, materials, and information as and when bills are received or expenses incurredthe assuming party may reasonably request.

Indemnification Proceedings. Each party entitled to indemnification pursuant to this Section 13 4 (the "Indemnified PartyIndemnifiee") shall will give notice to the party ----------- required to provide indemnification pursuant to this Section 13 (the "Indemnifying PartyIndemnifior") promptly after such Indemnified Party the ----------- Indemnifiee acquires actual knowledge of any claim as to which indemnity may be sought, and shall will permit the Indemnifying Party Indemnifior (at his, her, or its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that therefrom with counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be acceptable reasonably satisfactory to the Indemnified PartyIndemnifiee (it being agreed that Xxxxxxx Xxxx LLP will be satisfactory); provided, and that any failure or delay by any Indemnifiee in giving such notice will relieve any Indemnifior of his, her, or its obligations under this Section 4 only to the Indemnified Party may participate in extent, if any, that such defense at such party's expenseIndemnifior is actually prejudiced; and further provided, further, that the failure by any Indemnified Party to give Indemnifior may so assume the defense only if it gives written notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of its obligations under Section 13 except such assumption to the extent that the failure results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result Indemnifiee within 15 days following its receipt of the failure Indemnifiee's notice pursuant to give noticethis section. No Indemnifying PartyExcept with the prior written consent of an Indemnifiee, no Indemnifior, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, will consent to entry of any judgment or enter into any settlement which that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party Indemnifiee of a release from all liability in respect of such claim or litigation. Notwithstanding anything to the contrary herein, any Indemnifiee will have the right to employ separate counsel to represent such Indemnifiee, if in the reasonable opinion of the Indemnifiee's counsel, and subject to the reasonable concurrence of the Indemnifior's counsel, there exists a conflict of interest between the Indemnifior and the Indemnifiee with respect to such claim or litigation. The reimbursement required by this Section 13 shall be made by periodic payments during the course , such that representation of the investigation Indemnifior and the Indemnifiee by the same counsel is not appropriate, and in that case the reasonable fees and expenses of the Indemnifiee's separate counsel will be borne by the Indemnifior. Each of the parties will cooperate with the others in the defense of any claim or defenselitigation pursuant to this section and will make available to the party assuming control of the defense thereof all such records, materials, and information as and when bills are received or expenses incurredthe assuming party may reasonably request.