Common use of Notices of Claims, Etc Clause in Contracts

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of a claim or the commencement of any action or proceeding involving a claim referred to in the preceding paragraphs of this Section 3.7, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party hereunder, give written notice to the latter of such claim or the commencement of such action or proceeding, provided that the failure of any indemnified party to give notice as provided therein shall not relieve the indemnifying party of its obligations under the preceding paragraphs of this Section 3.7 to the extent such failure as not prejudiced the indemnifying party. In case any such claim, action or proceeding is made or brought against an indemnified party, the indemnifying party will be entitled to participate therein and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof, provided that if such indemnified party and the indemnifying party reasonably determine, based upon advice of their respective independent counsel, that a conflict of interest may exist between the indemnified party and the indemnifying party with respect to such claim, action or proceeding and that it is advisable for such indemnified party to be represented by separate counsel, such indemnified party may retain other counsel, reasonably satisfactory to the indemnifying party, to represent such indemnified party, and the indemnifying party shall pay all reasonable fees and expenses of such counsel. No indemnifying party, in the defense of any such claim, action, proceeding or litigation, shall, except with the consent of such indemnified party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of a claim or the commencement of any action or proceeding involving a claim referred to in the preceding paragraphs of this Section 3.72.7, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party hereunderparty, give written notice to the latter of such claim or the commencement of such action or proceedingaction, provided PROVIDED that the failure of any indemnified party to give notice as provided therein shall not relieve the indemnifying party of its obligations under the preceding paragraphs of this Section 3.7 to the extent such failure as not prejudiced the indemnifying party2.7. In case any such claim, action or proceeding is made or brought against an indemnified party, the indemnifying party will be entitled to participate therein in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof, provided PROVIDED that if such indemnified party and the indemnifying party reasonably determine, based upon advice of their respective independent counsel, that a conflict of interest may exist between the indemnified party and the indemnifying party with respect to such claim, action or proceeding and that it is thus advisable for such indemnified party to be represented by separate counsel, such indemnified party may retain other counsel, reasonably satisfactory to the indemnifying party, to represent such indemnified party, and the indemnifying party shall pay all reasonable fees and expenses of such counsel. No indemnifying party, party in the defense of any such claim, action, proceeding claim or litigation, shall, except with the consent of such indemnified party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to of such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of a claim or the commencement of any action or proceeding involving a claim referred to in the preceding paragraphs of this Section 3.72.7(a) or (b), such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party hereunderparty, give written notice to the latter of such claim or the commencement of such action or proceedingaction; PROVIDED, provided HOWEVER, that the failure of any indemnified party to give notice as provided therein herein shall not relieve the indemnifying party of its obligations under the preceding paragraphs subdivisions of this Section 3.7 2.7, except to the extent that the indemnifying party is actually prejudiced by such failure as not prejudiced the indemnifying partyto give notice. In case any such claim, action or proceeding is made or shall be brought against an any indemnified partyparty and it shall notify the indemnifying party of the commencement thereof, the indemnifying party will shall be entitled to participate therein and to assume the defense thereofand, jointly with any other indemnifying party similarly notified to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; PROVIDED, HOWEVER, that any indemnified party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action or proceeding in which both the Company and after notice from an indemnified party is, or is reasonably likely to become, a party, such indemnified party shall have the indemnifying party right to employ separate counsel at the Company's expense and to control its own defense of such action or proceeding if, in the reasonable opinion of counsel to such indemnified party, (a) there are or may be legal defenses available to such indemnified party of its election so or to assume other indemnified parties that are different from or additional to those available to the defense thereof, Company or (b) any conflict or potential conflict exists between the indemnifying party will not be liable to Company and such indemnified party that would make such separate representation advisable; PROVIDED, HOWEVER, that in no event shall the Company be required to pay fees and expenses under this Section 2.7 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. No indemnifying party shall be liable for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof, provided that if such indemnified party and the indemnifying party reasonably determine, based upon advice settlement of their respective independent counsel, that a conflict of interest may exist between the indemnified party and the indemnifying party with respect to such claim, any action or proceeding and that it is advisable for such indemnified party to be represented by separate counsel, such indemnified party may retain other counsel, reasonably satisfactory to the indemnifying party, to represent such indemnified party, and the indemnifying party shall pay all reasonable fees and expenses of such counsel. No indemnifying party, in the defense of any such claim, action, proceeding or litigation, shall, except with the consent of such indemnified partyeffected without its written consent, which consent shall not be unreasonably withheld. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement which that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigationlitigation or which requires action other than the payment of money by the indemnifying party.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of a claim or the commencement of any action or proceeding involving a claim referred to in the preceding paragraphs of this Section 3.72.6, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party hereunder, give written notice to the latter of such claim or the commencement of such action or proceedingaction, provided that the failure of any indemnified party to give notice as provided therein shall not relieve the indemnifying party of its obligations under the preceding paragraphs of this Section 3.7 2.6 unless the failure to the extent such failure as not prejudiced provide prompt written notice shall cause actual prejudice to the indemnifying party. In case any such claimaction is brought against an indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to retain counsel reasonably satisfactory to such indemnified party to defend against such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. In case any such action or proceeding is made or brought against an indemnified party, the indemnifying party will be entitled to participate therein and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof, provided that if such indemnified party and the indemnifying party reasonably determine, based upon advice of their respective independent counsel, that a conflict of interest may exist between the indemnified party and the indemnifying party with respect to such claim, action or proceeding and that it is advisable for such indemnified party to be represented by separate counsel, such indemnified party may retain other counsel, reasonably satisfactory to the indemnifying party, to represent such indemnified party, and the indemnifying party shall pay all reasonable fees and expenses of such counsel. No indemnifying party, in the defense of any such claim, action, proceeding claim or litigation, shall, except with the consent of such indemnified party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of a claim or the commencement of any action or proceeding involving a claim referred to in the preceding paragraphs of this Section 3.72.7(a) or (b), such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party hereunderparty, give written notice to the latter of such claim or the commencement of such action or proceedingaction; PROVIDED, provided HOWEVER, that the failure of any indemnified party to give notice as provided therein herein shall not relieve the indemnifying party of its obligations under the preceding paragraphs subdivisions of this Section 3.7 2.7, except to the extent that the indemnifying party is actually and materially prejudiced by such failure as not prejudiced the indemnifying partyto give notice. In case any such claim, action or proceeding is made or shall be brought against an any indemnified partyparty and it shall notify the indemnifying party of the commencement thereof, the indemnifying party will shall be entitled to participate therein and to assume the defense thereofand, jointly with any other indemnifying party similarly notified to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; PROVIDED, HOWEVER, that any indemnified party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action or proceeding in which both the Company and after notice from an indemnified party is, or is reasonably likely to become, a party, such indemnified party shall have the indemnifying party right to employ separate counsel at the Company's expense and to control its own defense of such action or proceeding if, in the reasonable opinion of counsel to such indemnified party, (a) there are or may be legal defenses available to such indemnified party of its election so or to assume other indemnified parties that are different from or additional to those available to the defense thereof, Company or (b) any conflict or potential conflict exists between the indemnifying party will not be liable to Company and such indemnified party that would make such separate representation advisable; PROVIDED, HOWEVER, that in no event shall the Company be required to pay fees and expenses under this Section 2.7 for more than one firm of attorneys representing the indemnified parties (together, if appropriate, with one firm of local counsel per jurisdiction) in any one legal action or group of related legal actions. No indemnifying party shall be liable for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof, provided that if such indemnified party and the indemnifying party reasonably determine, based upon advice settlement of their respective independent counsel, that a conflict of interest may exist between the indemnified party and the indemnifying party with respect to such claim, any action or proceeding and that it is advisable for such indemnified party to effected without its written consent, which consent shall not be represented by separate counsel, such indemnified party may retain other counsel, reasonably satisfactory to the indemnifying party, to represent such indemnified party, and the indemnifying party shall pay all reasonable fees and expenses of such counselunreasonably withheld. No indemnifying party, in the defense of any such claim, action, proceeding or litigation, party shall, except with without the consent of such the indemnified party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional a term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigationlitigation or which requires action other than the payment of money by the indemnifying party.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of a claim or the commencement of any action or proceeding involving a claim referred to in the preceding paragraphs of this Section 3.7Sections 6.8(a) or 6.8(b), such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party hereunderparty, give written notice to the latter of such claim or the commencement of such action or proceedingaction, provided that the failure of any indemnified party to give notice as provided therein herein shall not relieve the indemnifying party of its obligations under Section 6.8(a) or 6.8(b), as the preceding paragraphs of this Section 3.7 case may be, except to the extent that the indemnifying party is actually prejudiced by such failure as not prejudiced the indemnifying partyto give notice. In case any such claim, action or proceeding is made or brought against an indemnified party, the indemnifying party will shall be entitled to participate therein in and, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof, provided thereof other than reasonable costs of investigation. In the event that if such indemnified party and the indemnifying party reasonably determineadvises an indemnified party that it will contest a claim for indemnification hereunder, based upon advice or fails, within 30 days of their respective independent counselreceipt of any indemnification notice to notify, that a conflict in writing, such person of interest may exist between its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party with respect elects in writing to such claim, action or proceeding assume and that it is advisable for such indemnified party to be represented by separate counsel, such indemnified party may retain other counsel, reasonably satisfactory to the indemnifying party, to represent such indemnified party, and the indemnifying party shall pay all reasonable fees and expenses of such counsel. No indemnifying party, in does so assume the defense of any such claim, proceeding or action, the indemnified party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or litigationdefense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party which relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as to the status of the defense; provided, however, that the failure to keep the indemnifying party so informed shall not affect the obligations of the indemnifying party hereunder. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, except with without the consent of such the indemnified party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of a claim or the commencement of any action or proceeding involving a claim referred to in the preceding paragraphs subdivisions of this Section 3.73.6, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party hereunderparty, give written notice to the latter of such claim or the commencement of such action or proceedingaction; provided, provided however, that the failure of any indemnified party to give notice as provided therein herein shall not relieve the indemnifying party of its obligations under the preceding paragraphs subdivisions of this Section 3.7 3.6, except to the extent that the indemnifying party is actually prejudiced by such failure as not prejudiced the indemnifying partyto give notice. In case any such claim, action or proceeding is made or brought against an indemnified party, the indemnifying party will shall be entitled to participate therein in and, unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof, provided that if such indemnified party and the thereof other than reasonable costs of investigation. No indemnifying party reasonably determine, based upon advice shall be liable for any settlement of their respective independent counsel, that a conflict of interest may exist between the indemnified party and the indemnifying party with respect to such claim, any action or proceeding and that it is advisable for such indemnified party to be represented by separate counsel, such indemnified party may retain other counsel, reasonably satisfactory to the indemnifying party, to represent such indemnified party, and the indemnifying party shall pay all reasonable fees and expenses of such counseleffected without its written consent. No indemnifying party, in the defense of any such claim, action, proceeding or litigation, party shall, except with without the consent of such the indemnified party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

Notices of Claims, Etc. Promptly As soon as possible after the receipt by an ---------------------- indemnified party hereunder of written notice of a claim or the commencement of any action or proceeding involving with respect to which a claim referred for indemnification may be made pursuant to in the preceding paragraphs of this Section 3.75.04, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party hereunderparty, give written notice to the latter of such claim or the commencement of such action or proceedingaction; provided, provided that the failure of any -------- indemnified party to give such notice as provided therein shall not relieve the indemnifying party of its obligations under the preceding paragraphs of this Section 3.7 5.04, except to the extent such failure as not prejudiced that the indemnifying partyparty is actually prejudiced by such failure. In case If any such claim, claim or action or proceeding is made or shall be brought against an indemnified party, and it shall notify the indemnifying party will thereof, the indemnifying party shall be entitled to participate therein and jointly with any other similarly notified indemnifying party to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, thereof with counsel reasonably satisfactory to such the indemnified party; provided, that the indemnifying party shall not be entitled -------- to so participate or so assume the defense if, in the indemnified party's reasonable judgment, a conflict of interest between the indemnified party and after the indemnifying party exists with respect to such claim. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofof such claim or action, the indemnifying party will shall not be liable to such the indemnified party under this Section 5.04 for any legal or other expenses subsequently incurred by the latter indemnified party in connection with the defense thereof; provided, provided that if the Stockholders and their respective officers, -------- directors and controlling persons or Hiway and its officers, directors and controlling persons, as the case may be, shall have the right to employ one counsel to represent such indemnified party and the indemnifying party reasonably determineparties if, based upon advice of their respective independent counselin such indemnified parties' reasonable judgment, that a conflict of interest may exist between the indemnified party parties and the indemnifying party with parties exists in respect to such claim, action or proceeding and in that it is advisable for such indemnified party to be represented by separate counsel, such indemnified party may retain other counsel, reasonably satisfactory to event the indemnifying party, to represent such indemnified party, and the indemnifying party shall pay all reasonable fees and expenses of such separate counsel shall be paid by the indemnifying party. In the event that the indemnifying party fails to elect to assume the defense of such claim or action, the Stockholders and their respective officers, directors and controlling persons or Hiway and its officers, directors and controlling person, as the case may be, shall have the right to employ one counsel (together with appropriate local counsel) to represent such indemnified parties and, in that event, the reasonable fees and expenses of such separate counsel shall be paid by the indemnifying party. No indemnifying party, in the defense of any such claim, action, proceeding or litigation, shall, except with the consent of such indemnified party, which consent shall not be unreasonably withheld, party will consent to entry of any judgment or enter into any settlement which that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a an unconditional release from all liability in respect to of such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of a claim or the commencement of any action or proceeding involving a claim referred to in the preceding paragraphs of this Section 3.74, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party hereunderparty, give written notice to the latter such indemnifying party of such claim or the commencement of such action or proceedingaction; provided, provided however, that the failure of any indemnified party to give notice as provided therein herein shall not relieve the indemnifying party of its obligations under the preceding paragraphs of this Section 3.7 4, except to the extent that the indemnifying party is materially prejudiced by such failure as not prejudiced the indemnifying partyto give notice. In case any such claim, action or proceeding is made or brought against an indemnified party, the unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, such indemnified party shall permit such indemnifying party will be entitled to participate therein and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, of such claim with counsel reasonably satisfactory to such the indemnified party; provided, however, that any person entitled to indemnification hereunder shall have the right to employ separate counsel and after notice from to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such person unless (A) the indemnifying party has agreed to pay such indemnified party fees or expenses or (B) in the reasonable judgment of its election so to assume the defense thereof, the indemnifying party will not be liable to any such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof, provided that if such indemnified party and the indemnifying party reasonably determineperson, based upon written advice of their respective independent its counsel, that a conflict of interest may exist exists between the indemnified party such person and the indemnifying party with respect to such claimclaims (in which case, action or proceeding and if the person notifies the indemnifying party in writing that it is advisable for such indemnified the party elects to be represented by employ separate counsel, such indemnified party may retain other counsel, reasonably satisfactory to counsel at the expense of the indemnifying party, to represent such indemnified party, and the indemnifying party shall pay all reasonable fees and expenses of such counsel. No indemnifying party, in not have the right to assume the defense of any such claim, action, proceeding or litigation, shall, except with the consent claim on behalf of such person). If such defense is assumed by the indemnifying party as permitted hereunder, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party, which party without its consent shall (but such consent will not be unreasonably withheld, consent to entry of any judgment conditioned or enter into any settlement which does not include as an unconditional term thereof the giving delayed). If such defense is assumed by the claimant indemnifying party pursuant to the provisions hereof, such indemnifying party shall not settle or plaintiff to otherwise compromise the applicable claim unless (i) such settlement or compromise contains a full and unconditional release of the indemnified party of a release from all liability in respect to such claim or litigationlitigation or (ii) the indemnified party otherwise consents in writing. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel (plus local counsel) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the reasonable fees and disbursements of such additional counsel or counsels. The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party and shall survive the transfer of securities.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of a claim or the commencement of any action or proceeding involving a claim referred to in the preceding paragraphs provisions of this Section 3.72.7, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party hereunderparty, give written notice to the latter of such claim or the commencement of such action or proceedingaction, provided that the failure of any indemnified party to give notice as provided therein herein shall not relieve the indemnifying party of its obligations under the preceding paragraphs provisions of this Section 3.7 2.7, except to the extent that the indemnifying party is actually prejudiced by such failure as not prejudiced the indemnifying partyto give notice. In case any such claim, action or proceeding is made or brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim and representation of both parties is not appropriate, the indemnifying party will shall be entitled to participate therein in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it the indemnifying party may wish, 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 will shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof, provided that if such . In the event the indemnified party and the indemnifying party reasonably determine, based upon advice of their respective independent counsel, that believes such a conflict of interest may exist between the indemnified party and the indemnifying party with respect to such claimexist, action or proceeding and that it is advisable for such indemnified party to be represented by separate counsel, such indemnified party may retain other counsel, reasonably satisfactory to the indemnifying party, to represent such indemnified party, and the indemnifying party shall pay indemnify the indemnified party for all reasonable fees costs and expenses of such counselseparate counsel for the indemnified party in accordance with Section 2.7(a) or 2.7(b) above, as applicable. No indemnifying party, in the defense of any such claim, action, proceeding or litigation, party shall, except with without the consent of such the indemnified party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof of any such action without the giving by prior consent of the claimant or plaintiff to such indemnified party. No indemnified party shall consent to entry of a release from all liability in respect to any judgment or enter into any settlement of any such claim or litigationaction the defense of which has been assumed by an indemnifying party without the consent of such indemnifying party.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of a claim or the commencement of any action or proceeding involving a claim referred to in the preceding paragraphs subdivisions of this Section 3.7SECTION 2.6, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party hereunderparty, give written notice to the latter of such claim or the commencement of such action or proceedingaction; provided, provided however, that the failure of any indemnified party to give notice as provided therein herein shall not relieve the indemnifying party of its obligations under the preceding paragraphs subdivisions of this Section 3.7 SECTION 2.6, except to the extent that the indemnifying party is actually prejudiced by such failure as not prejudiced the indemnifying partyto give notice. In case any such claim, action or proceeding is made or brought against an indemnified party, the indemnifying party will shall be entitled to participate therein in and, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereofthereof other than reasonable costs of investigation. If, provided that if such in the reasonable judgment of any indemnified party and the indemnifying party reasonably determineparty, based upon advice of their respective independent counsel, that a conflict of interest may exist between the indemnified party such Person and the indemnifying party with respect to such claim, action or proceeding and that it is advisable for such indemnified party to be represented by separate counsel, such indemnified party may retain other counsel, reasonably satisfactory to the indemnifying party, to represent such indemnified party, and the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person if such Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party. An indemnifying party that is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such counseladditional counsel or counsels. No indemnifying party, in the defense party shall be liable for any settlement of any such claim, action, action or proceeding or litigation, effected without its written consent. No indemnifying party shall, except with without the consent of such the indemnified party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigationlitigation or that requires action other than the payment of money by the indemnifying party.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of written notice of a claim or the commencement of any action or proceeding involving a claim referred to in the preceding paragraphs subdivisions of this Section 3.72.7, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party hereunderparty, give written notice to the latter of such claim or the commencement of such action or proceedingaction, provided provided, that the failure of any indemnified party to give notice as provided therein herein shall not relieve the indemnifying party of its obligations obligation s under the preceding paragraphs subdivisions of this Section 3.7 2.7, except to the extent that the indemnifying party is actually prejudiced by such failure as not prejudiced the indemnifying partyto give notice. In case any such claim, action or proceeding is made or brought against an indemnified party, the indemnifying party will shall be entitled to participate therein in and, unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with one counsel reasonably reasonable satisfactory to such indemnified partyparty and all other indemnified parties that may be represented without conflict by one counsel, and after written notice from the indemnifying party to such indemnified party and all other indemnified parties that may be represented without conflict by one counsel, and after written notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof, provided thereof other that if such indemnified party and the reasonable costs of investigation. No indemnifying party reasonably determine, based upon advice shall be liable for any settlement of their respective independent counsel, that a conflict of interest may exist between the indemnified party and the indemnifying party with respect to such claim, any action or proceeding and that it is advisable for such indemnified party to be represented by separate counsel, such indemnified party may retain other counsel, reasonably satisfactory to the indemnifying party, to represent such indemnified party, and the indemnifying party shall pay all reasonable fees and expenses of such counseleffected without its written consent. No indemnifying party, in the defense of any such claim, action, proceeding or litigation, party shall, except with without the consent of such the indemnified party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement settlement, which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of a claim or the commencement of any action or proceeding involving a claim referred to in the preceding paragraphs of this Section 3.72.7(a) or (b), such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party hereunderparty, give written notice to the latter of such claim or the commencement of such action or proceedingaction; provided, provided however, that the failure of any indemnified party to give notice as provided therein herein shall not relieve the indemnifying party of its obligations under the preceding paragraphs subdivisions of this Section 3.7 2.7, except to the extent that the indemnifying party is actually and materially prejudiced by such failure as not prejudiced the indemnifying partyto give notice. In case any such claim, action or proceeding is made or shall be brought against an any indemnified partyparty and it shall notify the indemnifying party of the commencement thereof, the indemnifying party will shall be entitled to participate therein and to assume the defense thereofand, jointly with any other indemnifying party similarly notified to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided, further, that any indemnified party may, at its own expense, retain separate counsel to participate in, but not control, such defense. Notwithstanding the foregoing, in any action or proceeding in which both the Company and after notice from an indemnified party is, or is reasonably likely to become, a party, such indemnified party shall have the indemnifying party right to employ separate counsel at the Company's expense and to control its own defense of such action or proceeding if, in the reasonable opinion of counsel to such indemnified party, (a) there are or may be legal defenses available to such indemnified party of its election so or to assume other indemnified parties that are different from or additional to those available to the defense thereof, Company or (b) any conflict or potential conflict exists between the indemnifying party will not be liable to Company and such indemnified party that would make such separate representation advisable; provided, however, that in no event shall the Company be required to pay fees and expenses under this Section 2.7 for more than one firm of attorneys representing the indemnified parties (together, if appropriate, with one firm of local counsel per jurisdiction) in any one legal action or group of related legal actions. No indemnifying party shall be liable for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof, provided that if such indemnified party and the indemnifying party reasonably determine, based upon advice settlement of their respective independent counsel, that a conflict of interest may exist between the indemnified party and the indemnifying party with respect to such claim, any action or proceeding and that it is advisable for such indemnified party to effected without its written consent, which consent shall not be represented by separate counsel, such indemnified party may retain other counsel, reasonably satisfactory to the indemnifying party, to represent such indemnified party, and the indemnifying party shall pay all reasonable fees and expenses of such counselunreasonably withheld. No indemnifying party, in the defense of any such claim, action, proceeding or litigation, party shall, except with without the consent of such the indemnified party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in with respect to such claim or litigationlitigation or which requires action other than the payment of money by the indemnifying party.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of or notice of a claim or the commencement of any action or proceeding involving a claim referred to in the preceding paragraphs subdivisions of this Section 3.72.7, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party hereunderparty, give written notice to the latter of such claim or the commencement of such action or proceedingaction; provided, provided that the failure of any indemnified party to give notice as provided therein herein shall not relieve the indemnifying party of its obligations under the preceding paragraphs subdivisions of this Section 3.7 2.7, except to the extent that the indemnifying party is actually materially prejudiced by such failure as not prejudiced the indemnifying partyto give notice. In case any such claim, action or proceeding is made or brought against an indemnified party, party the indemnifying party will shall be entitled to participate therein in and, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereofthereof other than reasonable costs of investigation; provided, provided however, that if all indemnified parties with respect to a claim shall have the right to employ one separate counsel in connection with their participation in the defense of such indemnified party claim and the fees and expenses of such counsel shall be paid by the indemnifying party reasonably determineif, but only if, in the reasonable judgment of such indemnified parties, based upon the written advice of their respective independent counsel, that a conflict of interest may exist exists between the such indemnified party parties and the indemnifying party with respect to such claim, action or proceeding and that it is advisable for such indemnified party to be represented by separate counsel, such indemnified party may retain other counsel, reasonably satisfactory to the indemnifying party, to represent such indemnified party, and the . An indemnifying party who does not elect to participate in the defense of a claim, together with all other indemnifying parties, shall not be obligated to pay all reasonable the fees and expenses of more than one counsel for all indemnified parties with respect to any such counselclaim. No indemnifying party, in the defense party shall be liable for any settlement of any such claim, action, action or proceeding or litigation, effected without its written consent. No indemnifying party shall, except with without the consent of such the indemnified party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder of written notice of a claim or the commencement of any action or proceeding involving with respect to which a claim referred for indemnification may be made pursuant to in the preceding paragraphs of this Section 3.74.5, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party hereunderparty, give written notice to the latter of such claim or the commencement of such action or proceedingaction; provided, provided that the failure of any the indemnified party to give notice as provided therein herein shall not relieve the indemnifying party of its obligations under the preceding paragraphs of this Section 3.7 4.5, except to the extent that the indemnifying party is actually prejudiced by such failure as not prejudiced the indemnifying partyto give notice. In case any such claim, action or proceeding is made or brought against an indemnified party, unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified party and indemnifying parties may exist in respect of such claim, or there are separate defenses available to such indemnified party, or the indemnifying party fails to timely assume the defense of such claim, the indemnifying party will be entitled to participate therein in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof, provided that if such indemnified party and the indemnifying party reasonably determine, based upon advice thereof other than reasonable costs of their respective independent counsel, that a conflict of interest may exist between the indemnified party and the indemnifying party with respect to such claim, action or proceeding and that it is advisable for such indemnified party to be represented by separate counsel, such indemnified party may retain other counsel, reasonably satisfactory to the indemnifying party, to represent such indemnified party, and the indemnifying party shall pay all reasonable fees and expenses of such counselinvestigation. No indemnifying party, in the defense of any such claim, action, proceeding or litigation, shall, except with the consent of such indemnified party, which consent shall not be unreasonably withheld, party will consent to entry of any judgment or enter into any settlement which does not include include, as an unconditional term thereof thereof, the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.. (d)

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of a claim or the commencement of any action or proceeding involving a claim referred to in the preceding paragraphs of this Section 3.79, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party hereunderparty, give written notice to the latter indemnifying party of such claim or the commencement of such action or proceeding, provided that the failure of any indemnified party to give notice as provided therein herein shall not relieve the indemnifying party of its obligations under the preceding paragraphs of this Section 3.7 9, except to the extent that the indemnifying party is materially prejudiced by such failure as not prejudiced the indemnifying partyto give notice. In case any such claim, action or proceeding is made or brought against an indemnified party, the indemnifying party will be entitled to participate therein and to assume the defense thereof, jointly with any other indemnifying party similarly notified notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereofthereof except for the reasonable fees and expenses of any counsel retained by such indemnified party to monitor such action or proceeding. Notwithstanding the foregoing, provided that if such indemnified party and the indemnifying party reasonably determinedetermines, based upon advice of their respective independent counsel, that either a conflict of interest may exist between the indemnified party and the indemnifying party with respect to such claim, action or proceeding and that it is advisable for such indemnified party to be represented by separate counselcounsel or that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party, such indemnified party may retain other counsel, reasonably satisfactory to the indemnifying party, to represent such indemnified party, and the indemnifying party shall pay all reasonable fees and expenses of such counsel. No indemnifying party, in the defense of any such claim, action, proceeding claim or litigation, shall, except with the consent of such indemnified party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to of such claim or litigation. The rights accorded to any indemnified party hereunder shall be in addition to any rights that such indemnified party may have at common law, by separate agreement or otherwise.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of a claim or the commencement of any action or proceeding involving a claim referred to in the preceding paragraphs of this Section 3.77, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party hereunderparty, give written notice to the latter of such claim or the commencement of such action or proceeding, provided that the failure of any indemnified party to give notice as provided therein herein shall not relieve the indemnifying party of its obligations under the preceding paragraphs of this Section 3.7 7, except to the extent that the indemnifying party is materially prejudiced by such failure as not prejudiced the indemnifying partyto give notice. In case any such claim, action or proceeding is made or brought against an indemnified party, the indemnifying party will be entitled to participate therein and to assume the defense thereof, jointly with any other indemnifying party similarly notified notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereofthereof except for the reasonable fees and expenses of any counsel retained by such indemnified party to monitor such action or proceeding. Notwithstanding the foregoing, provided that if such indemnified party and the indemnifying party reasonably determine, based upon advice of their respective independent counsel, that a conflict of interest may exist between the indemnified party and the indemnifying party with respect to such claim, action or proceeding and that it is advisable for such indemnified party to be represented by separate counsel, such indemnified party may retain other counsel, reasonably satisfactory to the indemnifying party, to represent such indemnified party, and the indemnifying party shall pay all reasonable fees and expenses of such counsel. No indemnifying party, in the defense of any such claim, action, proceeding claim or litigation, shall, except with the consent of such indemnified party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to of such claim or litigation. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of a claim or the commencement of any action or proceeding involving a claim referred to in the preceding paragraphs subparagraph (a) or (b) of this Section 3.7paragraph 5, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party hereunderparty, give prompt written notice to the latter of such claim or the commencement of such action or proceedingaction, provided that the failure of any indemnified party to give notice as provided therein herein shall not relieve the indemnifying party of its obligations under the preceding paragraphs of this Section 3.7 paragraph 5, except to the extent that the indemnifying party is actually and materially prejudiced by such failure as not prejudiced the indemnifying partyto give notice. In case any such claim, action or proceeding is made or brought against an indemnified party, the indemnifying party will shall be entitled to participate therein in and to assume the defense thereofthereof (such assumption to constitute its acknowledgment of its agreement to indemnify the indemnified party with respect to such matters), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will shall not be liable to such indemnified party for any legal fees or other expenses subsequently incurred by the latter in connection with the defense thereofthereof other than reasonable costs of investigation; provided, provided however, that if if, in such indemnified party's reasonable judgment, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, such indemnified party shall be entitled to separate counsel at the expense of the indemnifying party; and provided, further, that, unless there exists a conflict of interest among indemnified parties, all indemnified parties in respect of such claim shall be entitled to only one counsel or firm of counsel for all such indemnified parties. In the event an indemnifying party shall not be entitled, or elects not, to assume the defense of a claim, such indemnifying 43 party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified by such indemnifying party in respect of such claim, unless in the reasonable judgment of any such indemnified party a conflict of interest exists between such indemnified party and the indemnifying party reasonably determine, based upon advice any other of their respective independent counsel, that a conflict such indemnified parties in respect of interest may exist between the indemnified party and the indemnifying party with respect to such claim, action or proceeding and that it is advisable for such indemnified party to be represented by separate counsel, such indemnified party may retain other counsel, reasonably satisfactory to the indemnifying party, to represent such indemnified party, and in which event the indemnifying party shall be obligated to pay all reasonable the fees and expenses of one additional counsel or firm of counsel for such counselindemnified parties. No indemnifying party, in the defense of any such claim, action, proceeding or litigation, party shall, except with without the consent of such the indemnified party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which that (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability Losses in respect to of such claim or litigationlitigation or (ii) would impose injunctive relief on such indemnified party. No indemnifying party shall be subject to any Losses for any settlement made without its consent, which consent shall not be unreasonably withheld.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of a claim or the commencement of any action or proceeding involving a claim referred to in the preceding paragraphs of this Section 3.72.7(a) or (b), such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party hereunderparty, give written notice to the latter of such claim or the commencement of such action or proceedingaction; provided, provided however, that the failure of any indemnified party to give notice as provided therein herein shall not relieve the indemnifying party of its obligations under the preceding paragraphs subsections of this Section 3.7 2.7, except to the extent that the indemnifying party is actually prejudiced by such failure as not prejudiced the indemnifying partyto give notice. In case any such claim, action or proceeding is made or shall be brought against an any indemnified partyparty and it shall notify the indemnifying party of the commencement thereof, the indemnifying party will shall be entitled to participate therein and to assume the defense thereofand, jointly with any other indemnifying party similarly notified to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided, and after notice from however, that any indemnified party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action or proceeding in which both an indemnifying party and an indemnified party is, or is reasonably likely to become, a party, such indemnified party shall have the right to employ separate counsel at an indemnifying party's expense and to control its own defense of such action or proceeding if, in the reasonable opinion of counsel to such indemnified party, (a) there are or may be legal defenses available to such indemnified party of its election so or to assume the defense thereof, the other indemnified parties that are different from or additional to those available to an indemnifying party will not be liable to or (b) any conflict or potential conflict exists between an indemnifying party and such indemnified party that would make such separate representation advisable; provided, however, that in no event shall an indemnifying party be required to pay fees and expenses under this Section 2.7 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. No indemnifying party shall be liable for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof, provided that if such indemnified party and the indemnifying party reasonably determine, based upon advice settlement of their respective independent counsel, that a conflict of interest may exist between the indemnified party and the indemnifying party with respect to such claim, any action or proceeding and that it is advisable for such indemnified party to be represented by separate counsel, such indemnified party may retain other counsel, reasonably satisfactory to the indemnifying party, to represent such indemnified party, and the indemnifying party shall pay all reasonable fees and expenses of such counsel. No indemnifying party, in the defense of any such claim, action, proceeding or litigation, shall, except with the consent of such indemnified partyeffected without its written consent, which consent shall not be unreasonably withheld. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement which that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigationlitigation or which requires action other than the payment of money by the indemnifying party.

Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder of written notice of a claim or the commencement of any action or proceeding involving with respect to which a claim referred for indemnification may be made pursuant to in the preceding paragraphs of this Section 3.77, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party hereunderparty, give written notice to the latter of such claim or the commencement of such action or proceedingaction; provided, provided however, that the failure of any indemnified party to give notice as provided therein herein shall not relieve the indemnifying party of its obligations under the preceding paragraphs of this Section 3.7 7, except to the extent that the indemnifying party is actually prejudiced by such failure as not prejudiced the indemnifying partyto give notice. In case If any such claim, claim or action or proceeding is made or shall be brought against an indemnified party, and it shall notify the indemnifying party will thereof, the indemnifying party shall be entitled to participate therein and therein, and, to assume the defense thereofextent that it wishes, jointly with any other indemnifying party similarly notified indemnifying party, to assume the extent that it may wish, defense thereof with counsel reasonably satisfactory to such the indemnified party; provided, and after notice from the indemnifying party to such however, that if, in any indemnified party party's reasonable judgment, a conflict of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof, provided that if interest between such indemnified party and the indemnifying party reasonably determine, based upon advice exists in respect of their respective independent counsel, that a conflict of interest may exist between the indemnified party and the indemnifying party with respect to such claim, action or proceeding and that it is advisable for then such indemnified party shall have the right to be represented by separate counsel, participate in the defense of such indemnified party may retain other counsel, reasonably satisfactory claim and to employ one firm of attorneys at the indemnifying party, 's expense to represent such indemnified party; and provided further that if, in the reasonable judgment of any indemnified party, a conflict of interest between such indemnified party and any other indemnified parties exists in respect of such claim, each such indemnified party shall be entitled to one additional counsel and the indemnifying party shall be obligated to pay all reasonable the fees and expenses of such additional counsel. No Once the indemnifying party, in party has assumed the defense of any such claim, action, proceeding or litigation, shall, except with the consent of such no indemnified party, which consent shall not be unreasonably withheld, party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof without the giving by the claimant or plaintiff indemnifying party's consent to such indemnified party of a release from all liability in respect to such claim judgment or litigationsettlement, which shall not be unreasonably withheld.

Notices of Claims, Etc. Promptly after receipt by an indemnified ---------------------- party of notice of a claim or the commencement of any action or proceeding involving a claim referred to in the preceding paragraphs subdivisions of this Section 3.7SECTION 2.6, such ----------- indemnified party will, if a claim in respect thereof is to be made against an indemnifying party hereunderparty, give written notice to the latter of such claim or the commencement of such action or proceedingaction; provided, provided however, that the failure of any indemnified party to -------- ------- give notice as provided therein herein shall not relieve the indemnifying party of its obligations under the preceding paragraphs subdivisions of this Section 3.7 SECTION 2.6, except to the ----------- extent that the indemnifying party is actually prejudiced by such failure as not prejudiced the indemnifying partyto give notice. In case any such claim, action or proceeding is made or brought against an indemnified party, the indemnifying party will shall be entitled to participate therein in and, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereofthereof other than reasonable costs of investigation. If, provided that if such in the reasonable judgment of any indemnified party and the indemnifying party reasonably determineparty, based upon advice of their respective independent counsel, that a conflict of interest may exist between the indemnified party such Person and the indemnifying party with respect to such claim, action or proceeding and that it is advisable for such indemnified party to be represented by separate counsel, such indemnified party may retain other counsel, reasonably satisfactory to the indemnifying party, to represent such indemnified party, and the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person if such Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party. An indemnifying party that is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such counseladditional counsel or counsels. No indemnifying party, in the defense party shall be liable for any settlement of any such claim, action, action or proceeding or litigation, effected without its written consent. No indemnifying party shall, except with without the consent of such the indemnified party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigationlitigation or that requires action other than the payment of money by the indemnifying party.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of a claim or the commencement of any action or proceeding involving a claim referred to in the preceding paragraphs of this Section 3.72.7(a) or (b), such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party hereunderparty, give written notice to the latter of such claim or the commencement of such action or proceedingaction; PROVIDED, provided HOWEVER, that the failure of any indemnified party to give notice as provided therein herein shall not relieve the indemnifying party of its obligations under the preceding paragraphs subdivisions of this Section 3.7 2.7, except to the extent that the indemnifying party is actually and materially prejudiced by such failure as not prejudiced the indemnifying partyto give notice. In case any such claim, action or proceeding is made or shall be brought against an any indemnified partyparty and it shall notify the indemnifying party of the commencement thereof, the indemnifying party will shall be entitled to participate therein and to assume the defense thereofand, jointly with any other indemnifying party similarly notified to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; PROVIDED, HOWEVER, that any indemnified party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action or proceeding in which both the Company and after notice from an indemnified party is, or is reasonably likely to become, a party, such indemnified party shall have the indemnifying party right to employ separate counsel at the Company's expense and to control its own defense of such action or proceeding if, in the reasonable opinion of counsel to such indemnified party, (a) there are or may be legal defenses available to such indemnified party of its election so or to assume other indemnified parties that are different from or additional to those available to the defense thereof, Company or (b) any conflict or potential conflict exists between the indemnifying party will not be liable to Company and such indemnified party that would make such separate representation advisable; PROVIDED, HOWEVER, that in no event shall the Company be required to pay fees and expenses under this Section 2.7 for more than one firm of attorneys representing the indemnified parties (together, if appropriate, with one firm of local counsel per jurisdiction) in any one legal action or group of related legal actions. No indemnifying party shall be liable for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof, provided that if such indemnified party and the indemnifying party reasonably determine, based upon advice settlement of their respective independent counsel, that a conflict of interest may exist between the indemnified party and the indemnifying party with respect to such claim, any action or proceeding and that it is advisable for such indemnified party to effected without its written consent, which consent shall not be represented by separate counsel, such indemnified party may retain other counsel, reasonably satisfactory to the indemnifying party, to represent such indemnified party, and the indemnifying party shall pay all reasonable fees and expenses of such counselunreasonably withheld. No indemnifying party, in the defense of any such claim, action, proceeding or litigation, party shall, except with without the consent of such the indemnified party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigationlitigation or which requires action other than the payment of money by the indemnifying party.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of a claim or the commencement of any action or proceeding involving a claim referred to in the preceding paragraphs of this Section 3.72.7, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party hereunderparty, give written notice to the latter of such claim or the commencement of such action or proceedingaction, provided that the failure of any indemnified party to give notice as provided therein shall not relieve the indemnifying party of its obligations under the preceding paragraphs of this Section 3.7 to the extent such failure as not prejudiced the indemnifying party2.7. In case any such claim, action or proceeding is made or brought against an indemnified party, the indemnifying party will be entitled to participate therein in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof, provided that if such indemnified party and the indemnifying party reasonably determine, based upon advice of their respective independent counsel, that a conflict of interest may exist between the indemnified party and the indemnifying party with respect to such claim, action or proceeding and that it is thus advisable for such indemnified party to be represented by separate counsel, such indemnified party may retain other counsel, reasonably satisfactory to the indemnifying party, to represent such indemnified party, and the indemnifying party shall pay all reasonable fees and expenses of such counsel. No indemnifying party, party in the defense of any such claim, action, proceeding claim or litigation, shall, except with the consent of such indemnified party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to of such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of a claim or the commencement of any action or proceeding involving a claim referred to in the preceding paragraphs of this Section 3.71.4(a) or (b), such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party hereunderparty, give written notice to the latter indemnifying party of such claim or the commencement of such action or proceeding; provided, provided however, that the failure of any indemnified party to give notice as provided therein herein shall not relieve the indemnifying party of its obligations under Section 1.4(a) or (b), as the preceding paragraphs of this Section 3.7 case may be, except to the extent that the indemnifying party is actually materially prejudiced by such failure as not prejudiced the indemnifying partyto give notice. In case any such claim, action or proceeding is made or brought against an indemnified party, the indemnifying party will shall be entitled to participate therein in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereofthereof other than reasonable out of pocket costs (excluding professional fees) incurred in connection with complying with requests for production, provided depositions, interrogatories and the like; provided, however, that if such the indemnified party and the indemnifying party reasonably determine, based upon advice of their respective independent counsel, believes it is advisable for it to be represented by separate counsel because it has been advised by counsel that there exists a conflict of interest may exist between the indemnified party its interests and those of the indemnifying party with respect to such claim, action or proceeding and that it is advisable for there exist defenses available to such indemnified party to which may not be represented by separate counsel, such indemnified party may retain other counsel, reasonably satisfactory available to the indemnifying party, or if the indemnifying party shall fail to represent assume responsibility for such defense, the indemnified party, party may retain counsel satisfactory to it and the indemnifying party shall pay all reasonable fees and expenses of such counselcounsel in accordance with Section 1.4(a) or (b) hereof, as applicable. No indemnifying party, in the defense party shall be liable for any settlement of any such claim, action, action or proceeding or litigation, shall, except with the consent of such indemnified partyeffected without its prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigationlitigation or which requires action or provides an admission of liability by the indemnified party or relief other than the payment of money by the indemnifying party (without any recourse to, or contribution by, an indemnified party). No indemnified party shall consent to entry of judgment or enter into any settlement of such action the defense of which has been assumed by an indemnifying party without the consent of such indemnifying party. Each indemnified party shall furnish such information regarding itself or the claim in question as an indemnifying party may reasonably request in writing and as shall be reasonably requested in connection with the defense of such claim and litigation resulting therefrom.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of a claim or the commencement of any action or proceeding involving a claim referred to in the preceding paragraphs of this Section 3.7action, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party hereunderunder this Section 6, give written notice to the latter notify such indemnifying party in writing of such claim or the commencement of such action or proceeding, provided that thereof; but the failure of omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party to give notice as provided therein shall not relieve the indemnifying party of its obligations otherwise than under the preceding paragraphs indemnification provisions of this Section 3.7 to the extent such failure as not prejudiced the indemnifying partyor contemplated by subsection (a) or (b) above. In case any such claim, action or proceeding is made or shall be brought against any indemnified party and it shall notify an indemnified party, the indemnifying party will of the commencement thereof, such indemnifying party shall be entitled to participate therein and and, to assume the defense thereofextent that it shall wish, jointly with any other indemnifying party similarly notified notified, to assume the extent that it may wishdefense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not be counsel to the indemnifying party), and and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the such indemnifying party will shall not be liable to such indemnified party under this Section 6 for any legal expenses of other counsel or any other expenses expenses, in each case subsequently incurred by the latter such indemnified party, in connection with the defense thereofthereof other than reasonable costs of investigation; provided, provided however, that if an indemnified party shall have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel for the indemnified party will be at the expense of such indemnified party and unless (1) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (2) the indemnified party has reasonably determine, concluded (based upon advice of their respective independent counsel, that a conflict of interest may exist between counsel to the indemnified party and the indemnifying party with respect party) that there may be legal defenses available to such claim, action it or proceeding and other indemnified parties that it is advisable for such indemnified party are different from or in addition to be represented by separate counsel, such indemnified party may retain other counsel, reasonably satisfactory those available to the indemnifying party, (3) a conflict or potential conflict exists (in which case the indemnifying party will not have the right to represent direct the defense of such action on behalf of the indemnified party) or (4) the indemnifying party has not in fact employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or 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 of attorneys (in addition to any local counsel) at any one time for all such indemnified party or parties. No indemnifying party shall, without the written consent of the indemnified party, and effect the indemnifying party shall pay all reasonable fees and expenses of such counsel. No indemnifying partysettlement or compromise of, in the defense of any such claim, action, proceeding or litigation, shall, except with the consent of such indemnified party, which consent shall not be unreasonably withheld, consent to the entry of any judgment with respect to, any pending or enter into any settlement threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to, or an unconditional term thereof the giving admission of, fault, culpability or a failure to act, by the claimant or plaintiff to such on behalf of any indemnified party of a release from all liability in respect to such claim or litigationparty.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of a claim or the commencement of any action or proceeding involving a claim referred to in the preceding paragraphs paragraph (a) or (b) of this Section 3.72.6, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party hereunderparty, give prompt written notice to the latter of such claim or the commencement of such action or proceedingaction, provided that the failure of any indemnified party to give notice as provided therein herein shall not relieve the indemnifying party of its obligations under the preceding paragraphs of this Section 3.7 2.6, except to the extent that the indemnifying party is actually and materially prejudiced by such failure as not prejudiced the indemnifying partyto give notice. In case any such claim, action or proceeding is made or brought against an indemnified party, the indemnifying party will shall be entitled to participate therein in and to assume the defense thereofthereof (such assumption to constitute its acknowledgment of its agreement to indemnify the indemnified party with respect to such matters), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will shall not be liable to such indemnified party for any legal fees or other expenses subsequently incurred by the latter in connection with the defense thereofthereof other than reasonable costs of investigation; provided, provided however, that if if, in such indemnified party's reasonable judgment, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, such indemnified party shall be entitled to separate counsel for such claim at the expense of the indemnifying party; and provided, further, that, unless there exists a conflict of interest among indemnified parties, all indemnified parties in respect of such claim shall be entitled to only one counsel or firm of counsel for all such indemnified parties. In the event an indemnifying party shall not be entitled, or elects not, to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified by such indemnifying party in respect of such claim, unless in the reasonable judgment of any such indemnified party a conflict of interest exists between such indemnified party and the indemnifying party reasonably determine, based upon advice any other of their respective independent counsel, that a conflict such indemnified parties in respect of interest may exist between the indemnified party and the indemnifying party with respect to such claim, action or proceeding and that it is advisable for such indemnified party to be represented by separate counsel, such indemnified party may retain other counsel, reasonably satisfactory to the indemnifying party, to represent such indemnified party, and in which event the indemnifying party shall be obligated to pay all reasonable the fees and expenses of one additional counsel or firm of counsel for such counselindemnified parties. No indemnifying party, in the defense of any such claim, action, proceeding or litigation, party shall, except with without the consent of such the indemnified party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which that (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability Losses in respect to of such claim or litigation.litigation or (ii) would impose injunctive relief on such indemnified party. No indemnifying party shall be subject to any Losses for any settlement made without its consent, which consent shall not be unreasonably withheld. (d)

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of a claim or the commencement of any action or proceeding involving a claim referred to in the preceding paragraphs subdivisions of this Section 3.73.6, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party hereunderparty, give written notice to the latter of such claim or the commencement of such action or proceedingaction; provided, provided however, that the failure of any indemnified party to give notice as provided therein herein shall not relieve the indemnifying party of its obligations under the preceding paragraphs subdivisions of this Section 3.7 3.6, except to the extent that the indemnifying party is actually prejudiced by such failure as not prejudiced the indemnifying partyto give notice. In case any such claim, action or proceeding is made or brought against an indemnified party, the indemnifying party will shall be entitled to participate therein in and, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof, provided that if such indemnified party and the thereof other than reasonable costs of investigation. No indemnifying party reasonably determine, based upon advice shall be liable for any settlement of their respective independent counsel, that a conflict of interest may exist between the indemnified party and the indemnifying party with respect to such claim, any action or proceeding and that it is advisable for such indemnified party to be represented by separate counsel, such indemnified party may retain other counsel, reasonably satisfactory to the indemnifying party, to represent such indemnified party, and the indemnifying party shall pay all reasonable fees and expenses of such counseleffected without its written consent. No indemnifying party, in the defense of any such claim, action, proceeding or litigation, party shall, except with without the consent of such the indemnified party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of a claim claim, demand or the commencement of any action or proceeding involving a claim referred to in the preceding paragraphs subdivisions of this Section 3.72.8, such indemnified party will, if a claim in respect thereof is to be made by an indemnified party against an indemnifying party hereunderparty, give prompt written notice to the latter of such claim claim, demand or the commencement of such action or proceedingaction, provided that the failure of any indemnified party to give notice as provided therein herein shall not relieve the indemnifying party of its obligations under the preceding paragraphs subdivisions of this Section 3.7 2.8, except to the extent that the indemnifying party is actually prejudiced by such failure as not prejudiced the indemnifying partyto give notice. In case any such claim, action or proceeding is made or brought against an indemnified party, unless in the opinion of counsel to such indemnified party a conflict of interest between such indemnified party and indemnifying party may exist in respect of such claim, the indemnifying party will shall be entitled to participate therein in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof, provided that if such indemnified party and thereof other than reasonable costs of investigation. If the indemnifying party reasonably determineis not entitled to, based upon advice or elects not to, assume the defense of their respective independent counsela claim, that a conflict it will not be obligated to pay the fees and expenses of interest may exist between the indemnified party and the indemnifying party more than one counsel with respect to such claim, action or proceeding and that it is advisable for unless in the opinion of counsel to an indemnified party a conflict of interest between such indemnified party to be represented by separate counseland other indemnified parties may exist in respect of such claim, such indemnified party may retain other counsel, reasonably satisfactory to the indemnifying party, to represent such indemnified party, and in which event the indemnifying party shall be obligated to pay all reasonable the fees and expenses of an additional counsel for each such counselindemnified party as to which such conflict exists. No indemnifying party, in the defense of any such claim, action, proceeding or litigation, party shall, except with without the consent of such the indemnified party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement with respect to any claim, demand, action or proceeding against the indemnified party 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. If the indemnifying party has agreed to indemnify the indemnified party for any action or proceeding, then whether or not such defense is assumed by the indemnifying party, the indemnifying party shall not be liable for any settlement made without its consent, which consent shall not be unreasonably withheld.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of a claim or the commencement of any action or proceeding involving a claim referred to in the preceding paragraphs of this Section 3.79, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party hereunderparty, give written notice to the latter indemnifying party of such claim or the commencement of such action or proceeding, provided PROVIDED that the failure of any indemnified party to give notice as provided therein herein shall not relieve the indemnifying party of its obligations under the preceding paragraphs of this Section 3.7 9, except to the extent that the indemnifying party is materially prejudiced by such failure as not prejudiced the indemnifying partyto give notice. In case any such claim, action or proceeding is made or brought against an indemnified party, the indemnifying party will be entitled to participate therein and to assume the defense thereof, jointly with any other indemnifying party similarly notified notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereofthereof except for the reasonable fees and expenses of any counsel retained by such indemnified party to monitor such action or proceeding. Notwithstanding the foregoing, provided that if such indemnified party and the indemnifying party reasonably determinedetermines, based upon advice of their respective independent counsel, that a conflict of interest may exist between the indemnified party and the indemnifying party with respect to such claim, action or proceeding and that it is advisable for such indemnified party to be represented by separate counsel, such indemnified party may retain other counsel, reasonably satisfactory to the indemnifying party, to represent such indemnified party, and the indemnifying party shall pay all reasonable fees and expenses of such counsel. No indemnifying party, in the defense of any such claim, action, proceeding claim or litigation, shall, except with the consent of such indemnified party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to of such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of a claim or the commencement of any action or proceeding involving a claim referred to in the preceding paragraphs of this Section 3.76(a) or Section 6(b), such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party hereunderparty, give written notice to the latter of such claim or the commencement of such action or proceeding, provided that the action. The failure of any indemnified party to give notice as provided therein herein shall not relieve the indemnifying party of its obligations under the preceding paragraphs subdivisions of this Section 3.7 6, except to the extent such failure as not prejudiced that a court of competent jurisdiction determines that the indemnifying partyparty is materially prejudiced by the failure to give such, notice. In case any such claim, action or proceeding is made or brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified party and the indemnifying parties may exist in respect of such claim, the indemnifying party will shall be entitled to participate therein in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such the indemnified party, and after . 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 for any settlement made by the indemnified party without its consent (which consent will not be liable to such indemnified party unreasonably withheld) or for any legal or other expenses subsequently incurred by the latter indemnified party in connection with the defense thereofthereof unless the named parties to any such action, provided claim or proceeding include any indemnified party and the indemnifying party or an Affiliate of the indemnifying party, and such indemnified party shall have been advised by counsel that either (a) there may be one or more legal defenses available to it which are different from or in addition to those available to the indemnifying party or such Affiliate or (b) a conflict of interest may exist if such counsel represents such indemnified party and the indemnifying party reasonably determine, based upon advice or its Affiliate in which case the indemnifying party shall not have the right to assume the defense thereof and counsel of their respective independent counsel, that a conflict of interest may exist between the indemnified party and shall be at the expense of the indemnifying party; provided, however, if at any time an indemnified party shall have requested the indemnifying party with respect to assume the defense of any such claim, action or proceeding and that to reimburse it is advisable for such indemnified party to be represented by separate counsel, such indemnified party may retain other counsel, reasonably satisfactory to the indemnifying party, to represent such indemnified party, expenses and the indemnifying party shall pay all reasonable fees and expenses not have done so, the indemnifying party agrees that it shall be liable for any settlement of any losses, costs, claims, damages or liabilities of the nature contemplated by this Section 6 effected without its written consent if (x) such settlement is entered into more than 45 days after receipt by the indemnifying party of the aforesaid request, (y) the indemnifying party shall have received notice of the terms of such counselsettlement at least 30 days prior to such settlement being entered into, and (z) the indemnifying party shall not have assumed defense of the matter, or reimbursed the expenses, in accordance with such request prior to the date of settlement. No indemnifying party, in the defense of any such claim, action, proceeding or litigation, party shall, except with without the consent of such the indemnified party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. An indemnifying party's liability to any indemnified party hereunder shall not be extinguished solely because any other indemnified party is not entitled to indemnity hereunder.

Notices of Claims, Etc. Promptly after Within ten days of receipt by ---------------------- an indemnified party of notice of a claim or the commencement of any action or proceeding involving a claim referred to in the preceding paragraphs subdivisions of this Section 3.71.7, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party hereunderparty, give written notice to the latter of such claim or the commencement of such action or proceedingaction; provided, provided however, that the failure -------- ------- of any indemnified party to give notice as provided therein herein shall not relieve the indemnifying party of its obligations under the preceding paragraphs subdivisions of this Section 3.7 1.7, except to the extent that the indemnifying party is actually prejudiced by such failure as not prejudiced the indemnifying partyto give notice. In case any such claim, action or proceeding is made or brought against an indemnified party, party the indemnifying party will shall be entitled to participate therein in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof, provided provided, however, that if such the -------- ------- indemnified party and the indemnifying party reasonably determine, based upon advice of their respective independent counsel, that believes it is advisable for it to be represented by separate counsel because there exists a conflict of interest may exist between the indemnified party its interests and those of the indemnifying party with respect to such claim, action or proceeding and that it is advisable for there exist defenses available to such indemnified party to which may not be represented by separate counsel, such indemnified party may retain other counsel, reasonably satisfactory available to the indemnifying party, or if the indemnifying party shall fail to represent assume responsibility for such defense, the indemnified party, party may retain counsel satisfactory to it and the indemnifying party shall pay all reasonable fees and expenses of such counsel. No indemnifying party, in the defense party shall be liable for any settlement of any such claim, action, action or proceeding or litigation, effected without its written consent. No indemnifying party shall, except with without the consent of such the indemnified party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigationlitigation or which requires action by the indemnified party.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of a claim or the commencement of any action or proceeding involving a claim referred to in the preceding paragraphs subdivisions of this Section 3.71.2, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party hereunderparty, give written notice to the latter of such claim or the commencement of such action or proceedingaction; provided, provided however, that the failure of any indemnified party to give notice as provided therein herein shall not relieve the indemnifying party of its obligations under the preceding paragraphs subdivisions of this Section 3.7 1.2, except to the extent that the indemnifying party is actually prejudiced by such failure as not prejudiced the indemnifying partyto give notice. In case any such claim, action or proceeding is made or brought against an indemnified party, the indemnifying party will shall be entitled to participate therein in and to assume the defense thereof, jointly with any other indemnifying party similarly notified notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereofthereof other than reasonable costs of investigation, provided provided, however, that if such the indemnified party and the indemnifying party reasonably determine, based upon advice of their respective independent counsel, that believes it is advisable for it to be represented by separate counsel because there exists a conflict of interest may exist between the indemnified party its interests and those of the indemnifying party with respect to such claim, action or proceeding and that it is advisable for there exist defenses available to such indemnified party to which may not be represented by separate counsel, such indemnified party may retain other counsel, reasonably satisfactory available to the indemnifying party, or if the indemnifying party shall fail to represent assume responsibility for such defense, the indemnified party, party may retain counsel satisfactory to it and the indemnifying party shall pay all reasonable fees and expenses of such counsel. No indemnifying party, in the defense party shall be liable for any settlement of any such claim, action, action or proceeding or litigation, effected without its written consent. No indemnifying party shall, except with without the consent of such the indemnified party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigationlitigation or which requires action other than the payment of money by the indemnifying party.

Notices of Claims, Etc. Promptly after receipt by an indemnified ---------------------- party hereunder of written notice of a claim or the commencement of any action or proceeding involving with respect to which a claim referred for indemnification may be made pursuant to in the preceding paragraphs of this Section 3.7Article IX, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party hereunderparty, promptly give written notice to the latter of such claim or the commencement of such action or proceedingaction; provided, provided however, that -------- ------- the failure of any indemnified party to give notice as provided therein herein shall not relieve the indemnifying party of its obligations under the preceding paragraphs subsections of this Section 3.7 Article IX, except to the extent that the indemnifying party is actually materially prejudiced by such failure as not prejudiced the indemnifying partyto give notice. In case any such claim, action or proceeding is made or brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate therein and to assume the defense thereofin and, jointly with any other indemnifying party similarly notified notified, to assume the defense thereof, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof, provided that if unless in such indemnified party and the indemnifying party reasonably determine, based upon advice of their respective independent counsel, that party's reasonable judgment a conflict of interest may exist between the indemnified party and the indemnifying party with respect to such claim, action or proceeding and that it is advisable for such indemnified party to be represented by separate counsel, and indemnifying parties arises in respect of such indemnified party may retain other counsel, reasonably satisfactory to claim after the indemnifying party, to represent such indemnified partyassumption of the defense thereof, and the indemnifying party shall pay all reasonable fees and expenses of such counsel. No indemnifying party, in the defense of will not be subject to any such claim, action, proceeding or litigation, shall, except with the liability for any settlement made without its consent of such indemnified party, (which consent shall not be unreasonably withheld, ). No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of a claim or the commencement of any action or proceeding or threat of claim involving a claim referred to in the preceding paragraphs subdivisions of this Section 3.73, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party hereunderparty, give written notice to the latter of such claim or the commencement of such action or proceedingthreat of claim, provided that the failure of any indemnified party to give notice as provided therein herein shall not relieve the indemnifying party of its obligations under the preceding paragraphs subdivisions of this Section 3.7 3, except to the extent that the indemnifying party is prejudiced by such failure as not prejudiced the indemnifying partyto give notice. In case any such claim, action or proceeding is made or brought against an indemnified party, unless and except to the extent that in the reasonable judgment of the indemnified party, based on advice of counsel, a conflict of interest between such indemnified and indemnifying parties exists in respect of such claim, the indemnifying party will shall be entitled to participate therein in and to assume the defense thereof, jointly with any other indemnifying party similarly notified notified, to the extent that it the indemnifying party may wish, 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 will shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof, provided that if such thereof other than reasonable costs of investigation. No indemnified party and the indemnifying party reasonably determine, based upon advice of their respective independent counsel, that a conflict of interest may exist between the indemnified party and the indemnifying party with respect to such claim, action or proceeding and that it is advisable for such indemnified party to be represented by separate counsel, such indemnified party may retain other counsel, reasonably satisfactory to the indemnifying party, to represent such indemnified party, and the indemnifying party shall pay all reasonable fees and expenses of such counsel. No indemnifying party, in the defense of any such claim, action, proceeding or litigation, shall, except with the consent of such indemnified party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement of any such action the defense of which does not include as has been assumed by an unconditional term thereof indemnifying party without the giving by the claimant or plaintiff to consent of such indemnified party of a release from all liability in respect to such claim or litigationindemnifying party.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of a claim or the commencement of any action or proceeding involving a claim referred to in the preceding paragraphs of this Section 3.79, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party hereunderparty, give written notice to the latter indemnifying party of such claim or the commencement of such action or proceeding, provided that the failure of any indemnified party to give notice as provided therein herein shall not relieve the indemnifying party of its obligations under the preceding paragraphs of this Section 3.7 9, except to the extent that the indemnifying party is materially prejudiced by such failure as not prejudiced the indemnifying partyto give notice. In case any such claim, action or proceeding is made or brought against an indemnified party, the indemnifying party will be entitled to participate therein and to assume the defense thereof, jointly with any other indemnifying party similarly notified notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereofthereof except for the reasonable fees and expenses of no more than one counsel retained by such indemnified party to monitor such action or proceeding. Notwithstanding the foregoing, provided that if such indemnified party and the indemnifying party reasonably determinedetermines, based upon advice of their respective independent counsel, that a conflict of interest may exist between the indemnified party and the indemnifying party with respect to such claim, action or proceeding and that it is advisable for such indemnified party to be represented by separate counsel, such indemnified party may retain other counsel, reasonably satisfactory to the indemnifying party, to represent such indemnified party, and the indemnifying party shall pay all reasonable fees and expenses of such counsel. No indemnifying party, in the defense of any such claim, action, proceeding claim or litigation, shall, except with the consent of such indemnified party, which consent shall not be unreasonably withheldwithheld or delayed, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to of such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of a claim or the commencement of any action or proceeding (including any governmental investigation) involving a claim referred to in the preceding paragraphs of this Section 3.72.8(a) or (b), such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party hereunderparty, give written notice to the latter of such claim or the commencement of such action or proceedingaction; provided, provided however, that the failure of any indemnified party to give notice as provided therein herein shall not relieve the indemnifying party of its obligations under the preceding paragraphs subdivisions of this Section 3.7 2.8, except to the extent that the indemnifying party is actually prejudiced by such failure as not prejudiced the indemnifying partyto give notice. In case any such claim, action or proceeding is made or shall be brought against an any indemnified partyparty and it shall notify the indemnifying party of the commencement thereof, the indemnifying party will shall be entitled to participate therein and to assume the defense thereofand, jointly with any other indemnifying party similarly notified to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, that any indemnified party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action or proceeding in which both the Company and after notice from an indemnified party is, or is reasonably likely to become, a party, such indemnified party shall have the indemnifying party right to employ separate counsel at the Company's expense and to control its own defense of such action or proceeding if, in the reasonable opinion of counsel to such indemnified party, (a) there are or may be legal defenses available to such indemnified party of its election so or to assume other indemnified parties that are different from or additional to those available to the defense thereof, Company or (b) any conflict or potential conflict exists between the indemnifying party will not be liable to Company and such indemnified party that would make such separate representation advisable; provided, however, that in no event shall the Company be required to pay fees and expenses under this Section 2.8 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. No indemnifying party shall be liable for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof, provided that if such indemnified party and the indemnifying party reasonably determine, based upon advice settlement of their respective independent counsel, that a conflict of interest may exist between the indemnified party and the indemnifying party with respect to such claim, any action or proceeding and that it is advisable for such indemnified party to be represented by separate counsel, such indemnified party may retain other counsel, reasonably satisfactory to the indemnifying party, to represent such indemnified party, and the indemnifying party shall pay all reasonable fees and expenses of such counsel. No indemnifying party, in the defense of any such claim, action, proceeding or litigation, shall, except with the consent of such indemnified partyeffected without its written consent, which consent shall not be unreasonably withheldwithheld unless the indemnifying party shall have agreed in writing in a form satisfactory to the indemnified party to pay any amount (and not challenge an indemnified party's right to indemnification under this Section 2.8) required to be paid to settle a claim, in which case the indemnifying party may grant or withhold its consent in its sole discretion. No indemnifying party shall, without the prior written consent of the indemnified party, consent to entry of any judgment or enter into any settlement which that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigationlitigation or which requires action other than the payment of money by the indemnifying party.

Notices of Claims, Etc. Promptly As soon as possible after receipt by an indemnified party of notice of a claim or the commencement of any action or proceeding involving against an indemnified party hereunder with respect to which a claim referred for indemnification may be made pursuant to in the preceding paragraphs of this Section 3.7Article IX, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party hereunderparty, give written notice to the latter of such claim or the commencement of such action or proceeding, provided action; PROVIDED that the failure of any indemnified party to give notice as provided therein herein shall not relieve the indemnifying party of its obligations under the preceding paragraphs of this Section 3.7 Article IX, except to the extent that the indemnifying party is actually prejudiced by such failure as not prejudiced the indemnifying partyto give notice. In case If any such claim, claim or action or proceeding is made or shall be brought against an indemnified party, and it shall notify the indemnifying party will there- of, the indemnifying party shall be entitled to participate therein and therein, and, to assume the defense thereofextent that it wishes, jointly with any other indemnifying party similarly notified indemnifying party, to assume the extent that it may wish, defense thereof with counsel reasonably satisfactory to such the indemnified party; PROVIDED that the indemnifying party shall not be entitled to so participate or so assume the defense if, in the indemnified party's reasonable judgment, a conflict of interest between the indemnified party and after the indemnifying party exists in respect of such claim. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofof such claim or action, the indemnifying party will shall not be liable to such the indemnified party under this Article IX for any legal or other expenses subsequently incurred by the latter indemnified party in connection with the defense thereof; PROVIDED that the sellers and their respective officers, provided that if directors, general and limited partners and controlling Persons or the Company and its officers, directors and controlling Persons, as the case may be, shall have the right to employ one counsel to represent such indemnified party and the indemnifying party reasonably determineparties if, based upon advice of their respective independent counselin such indemnified parties' reasonable judgment, that a conflict of interest may exist between the indemnified party and the indemnifying party with parties exists in respect to of such claim, action or proceeding and in that it is advisable for event the fees and expenses of such separate counsel shall be paid by the indemnifying party; and PROVIDED FURTHER that if, in the reasonable judgment of any of the indemnified parties, a conflict of interest exists between such indemnified party to be represented by separate counselparties and any other indemnified parties, such indemnified party may retain other counsel, reasonably satisfactory parties shall be entitled to the indemnifying party, to represent such indemnified party, additional counsel or counsels and the indemnifying party shall be obligated to pay all reasonable the fees and expenses of such counseladditional counsel or counsels. No indemnifying party, in the defense of any such claim, action, proceeding or litigation, shall, except with without the consent of such the indemnified party, which consent shall not be unreasonably withheld, will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. No indemnified party shall consent to entry of any judgment or enter into any settlement of any such action the defense of which has been assumed by an indemnifying party without the consent of such indemnifying party.