Common use of Notices of Claims, Etc Clause in Contracts

Notices of Claims, Etc. Promptly after receipt by an indemnified party under this Section 5 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 5, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in and to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the reasonably incurred fees and expenses of one such counsel for all indemnified parties to be reimbursed by the indemnifying party if representation of any such indemnified party by the counsel retained by the indemnifying party would be inappropriate under applicable standards of professional conduct due to actual or potential conflicting interests between such indemnified party and any other party represented by such counsel in such proceeding. Except as specified in the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s election to assume the defense pursuant to the immediately preceding sentence, such indemnifying party shall not be liable to the indemnified party under this Section 5 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of liability to the indemnified party under this Section 5 with respect to such action, except to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice, and shall not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5 or with respect to any other action except to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice. No indemnifying party shall, without the written consent of the indemnified party, which consent will not be unreasonably withheld, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or 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 admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under this Section 5 ---------------------- hereunder of written notice of the commencement of any action (including any governmental action)or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 6, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, promptly give written notice to the latter of the commencement of such action; provided that the failure of any indemnifying indemnified party under this Section 5, deliver to give notice as provided herein shall not relieve the indemnifying party a written notice of its obligations under the commencement thereof and preceding subsections of this Section 6, except to the extent that the indemnifying party shall have is actually materially prejudiced by such failure to give notice. In case any such action is 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 right indemnifying party will be entitled to participate in and and, jointly with any other indemnifying party similarly notified, to assume the defense thereof thereof, to the extent that it may wish, with counsel mutually reasonably satisfactory to the parties; providedsuch indemnified party, however, that an indemnified party shall have the right to retain its own counsel, with the reasonably incurred fees and expenses of one such counsel for all indemnified parties to be reimbursed by after notice from the indemnifying party if representation of any to such indemnified party by the counsel retained by the indemnifying party would be inappropriate under applicable standards of professional conduct due to actual or potential conflicting interests between such indemnified party and any other party represented by such counsel in such proceeding. Except as specified in the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s its election so to assume the defense pursuant to thereof, the immediately preceding sentence, such indemnifying party shall will not be liable to the such indemnified party under this Section 5 for any legal or other expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, the latter in connection with the defense thereof other than thereof, unless in such indemnified party's reasonable costs judgement a conflict of investigation. The failure to deliver written notice to interest between such indemnified and indemnifying parties exists or the indemnifying party within is not adequately defending such action or proceeding. An indemnifying party will not be subject to any liability for any settlement made without its consent (which consent shall not be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement of any pending or threatened proceeding which (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff to all indemnified parties of a reasonable time release from all liability in respect to such claim or litigation, (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on such indemnified party or (iii) does not otherwise adversely affect such indemnified party, other than as a result of the commencement imposition of any financial obligations for which such action shall indemnified party will be indemnified hereunder. Notwithstanding anything to the contrary contained herein, an indemnifying party will not relieve be obligated to pay the fees and expenses of more than one counsel (together with appropriate local counsel) for all parties indemnified by such indemnifying party of liability to the indemnified party under this Section 5 with respect to such action, except to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice, and shall not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5 or with respect to any other action except to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice. No indemnifying party shall, without the written consent of the indemnified party, which consent will not be unreasonably withheld, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or 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 admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under this Section SECTION 5 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section SECTION 5, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in and to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the reasonably incurred fees and expenses of one such counsel for all indemnified parties to be reimbursed by the indemnifying party if representation of any such indemnified party by the counsel retained by the indemnifying party would be inappropriate under applicable standards of professional conduct due to actual or potential conflicting interests between such indemnified party and any other party represented by such counsel in such proceeding. Except as specified in the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s 's election to assume the defense pursuant to the immediately preceding sentence, such indemnifying party shall not be liable to the indemnified party under this Section SECTION 5 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of liability to the indemnified party under this Section SECTION 5 with respect to such action, except to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice, and shall not relieve it of any liability that it may have to any indemnified party otherwise than under this Section SECTION 5 or with respect to any other action except to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice. No indemnifying party shall, without the written consent of the indemnified party, which consent will not be unreasonably withheld, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or 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 admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under this Section 5 of notice of any claim or the commencement of any action (including any governmental action), such the indemnified party willshall, if a claim in respect thereof is to be made against any the indemnifying party under this Section 5, deliver to notify the indemnifying party a written notice in writing of the claim or the commencement thereof and of that action; provided, however, that the failure to notify the indemnifying party shall not relieve it from any liability that it may have under this Section 5. If any such claim or action shall be brought against an indemnified party, and it shall notify the right indemnifying party thereof, the indemnifying party shall be entitled to participate in and therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel mutually satisfactory to the partiesindemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 5 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that an the indemnified party shall have the right to retain employ counsel to represent jointly the indemnified party and its own counselrespective directors, with employees, officers and controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the reasonably incurred fees and expenses indemnified party against the indemnifying party under this Section 5 if (1) employment of one such counsel for all indemnified parties to be reimbursed has been authorized in writing by the indemnifying party, or (2) such indemnifying party if representation shall not have employed counsel to have charge of any the defense of such proceeding within 30 days of the receipt of notice thereof, or (3) such indemnified party shall have reasonably concluded that the representation of such indemnified party and those directors, employees, officers and controlling persons by the same counsel retained by representing the indemnifying party would be inappropriate under applicable standards of professional conduct due to actual or potential conflicting differing interests between them or where there may be one or more defenses available to them that are different from, additional to or in conflict with those available to the indemnifying party, and in any such indemnified party event ((1), (2) or (3)) the fees and any other party represented expenses of such separate counsel shall be paid by such counsel in such proceeding. Except as specified in the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s election to assume as incurred. It is understood that the defense pursuant to the immediately preceding sentence, such indemnifying party shall not be liable to for the indemnified party under this Section 5 for any legal fees and expenses of other more than one separate firm (in addition to local counsel or any other expenses, in each case subsequently incurred by such jurisdiction) for all indemnified party, parties in connection with the defense thereof other than reasonable costs of investigation. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of liability to the indemnified party under this Section 5 with respect to such action, except to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice, and shall not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5 proceeding or with respect to any other action except to the extent the indemnifying party is materially prejudiced as a result of not receiving such noticerelated proceedings. No indemnifying party shall, without the prior written consent of the indemnified party, which consent will not be unreasonably withheldparties, effect the any settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened claim, investigation, action or claim proceeding in respect of which indemnification indemnity or contribution may be or could have been sought hereunder (whether or not the indemnified party is an or parties are actual or potential party to such action or claimparties thereto) unless (x) such settlement, compromise or judgment (i) includes an unconditional release of the such indemnified party from all liability arising out of such action claim, action, suit or claim proceeding and (ii) does not include a statement as to, to or an admission of, of fault, culpability or a failure to act, act by or on behalf of any indemnified party., and (y) the indemnifying party confirms in writing its indemnification obligations hereunder with respect to such settlement, compromise or judgment..

Notices of Claims, Etc. Promptly after receipt by an Each indemnified party under this Section 5 of shall give written notice of the commencement as promptly as reasonably practicable to each indemnifying party of any action (including any governmental action), such indemnified party will, if a claim commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against any so notify an indemnifying party (i) will not relieve it from liability under this Section 5, deliver paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party a written notice of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the commencement thereof and indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall have not thereafter be responsible for the right to participate in fees and to assume expenses of any separate counsel retained by the defense thereof with counsel mutually satisfactory to the partiesindemnified party or parties except as set forth below); provided, however, that such counsel shall be satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to retain its own employ separate counsel (including local counsel), with and the reasonably incurred fees indemnifying party shall bear the reasonable fees, costs and expenses of one such separate counsel for all indemnified parties to be reimbursed if (i) the use of counsel chosen by the indemnifying party if representation to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party by the counsel retained by and the indemnifying party would be inappropriate under applicable standards of professional conduct due to actual or potential conflicting interests between such and the indemnified party and any shall have reasonably concluded that there may be legal defenses available to it and/or other party represented by such counsel in such proceeding. Except as specified in indemnified parties which are different from or additional to those available to the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s election to assume , (iii) the defense pursuant to the immediately preceding sentence, such indemnifying party shall not be liable have employed counsel satisfactory to the indemnified party under this Section 5 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such to represent the indemnified party, in connection with the defense thereof other than reasonable costs of investigation. The failure to deliver written notice to the indemnifying party within a reasonable time after notice of the commencement institution of any such action shall not relieve such or (iv) the indemnifying party of liability to shall authorize the indemnified party under this Section 5 with respect to such action, except to employ separate counsel at the extent expense of the indemnifying party is materially prejudiced as a result of not receiving such notice, and shall not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5 or with respect to any other action except to the extent the indemnifying party is materially prejudiced as a result of not receiving such noticeparty. No indemnifying party shall, without the prior written consent of the indemnified partyparties, which consent will not be unreasonably withheld, effect the settlement settle or compromise of, or consent to the entry of any judgment with respect toto any litigation, or any pending investigation or threatened action proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution may could be sought hereunder under this Section 6 (whether or not the indemnified party is an parties are actual or potential party to such action or claim) parties thereto), unless such settlement, compromise or judgment consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such action litigation, investigation, proceeding or claim and (ii) does not include a statement as to, to or an admission of, of fault, culpability or a failure to act, act by or on behalf of any indemnified party.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under this Section 5 of notice of the commencement of any action (including any governmental action)or proceeding involving a claim referred to in the preceding subsections of this Section 2.4, such indemnified party willshall, if a claim in respect thereof is to be made against any an indemnifying party under this Section 5party, deliver give written notice to the indemnifying party a written notice latter of the commencement thereof and the indemnifying party shall have the right to participate in and to assume the defense thereof with counsel mutually satisfactory to the partiesof such action or proceeding; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section 2.4, except to the extent that the indemnifying party is not otherwise aware of the claim and is actually materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 2.4. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall (i) have the right to assume the defense of such action, including the employment of counsel to be chosen by the indemnifying party which is reasonably satisfactory to the indemnified party, and (ii) be responsible for payment of expenses in connection with such action or proceeding. The indemnified party shall have the right to retain employ its own counsel (including local counsel) in any such case, with but the reasonably incurred legal fees and expenses of one such counsel for all shall be at the expense of the indemnified parties to be reimbursed party unless (i) the employment of such counsel shall have been authorized in writing by the indemnifying party if representation of any such indemnified party by the counsel retained by the indemnifying party would be inappropriate under applicable standards of professional conduct due to actual or potential conflicting interests between such indemnified party and any other party represented by such counsel in such proceeding. Except as specified in the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s election to assume the defense pursuant to the immediately preceding sentence, such indemnifying party shall not be liable to the indemnified party under this Section 5 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than of such action, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to take charge of the defense of such action within a reasonable costs period of investigation. The failure time after notice of the institution of such action, (iii) the indemnified party shall have reasonably concluded that there may be defenses available to deliver written notice it or them that are different from or additional to those available to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of liability to the indemnified party under this Section 5 with respect to such action, except to the extent (in which case the indemnifying party is materially prejudiced as a result of not receiving such notice, and shall not relieve it have the right to direct the defense of any liability that it may have to any indemnified party otherwise than under this Section 5 or with respect to any other such action except to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice. No indemnifying party shall, without the written consent on behalf of the indemnified party, which consent will not be unreasonably withheld, effect the settlement or compromise of), or (iv) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, in any of which events such fees and expenses shall be borne by the indemnifying party. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment with respect to, or enter into any pending or 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 settlement that (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include as an unconditional term thereof the giving by the plaintiff to such indemnified party of a statement as to, release from all liability in respect to such claim or an admission of, fault, culpability litigation or a failure to act, (ii) provides for relief other than the payment of monetary damages (and such monetary damages shall be paid in full by or on behalf of any indemnified the indemnifying party).

Notices of Claims, Etc. Promptly after receipt by an indemnified party under this Section 5 hereunder of written notice of the commencement of any action (including any governmental action)or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 6, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, promptly give written notice to the latter of the commencement of such action; provided that the failure of any indemnifying indemnified party under this Section 5, deliver to give notice as provided herein shall not relieve the indemnifying party a written notice of its obligations under the commencement thereof and preceding subsections of this Section 6, except to the extent that the indemnifying party shall have is actually materially prejudiced by such failure to give notice. In case any such action is 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 right indemnifying party will be entitled to participate in and and, jointly with any other indemnifying party similarly notified, to assume the defense thereof thereof, to the extent that it may wish, with counsel mutually reasonably satisfactory to the parties; providedsuch indemnified party, however, that an indemnified party shall have the right to retain its own counsel, with the reasonably incurred fees and expenses of one such counsel for all indemnified parties to be reimbursed by after notice from the indemnifying party if representation of any to such indemnified party by the counsel retained by the indemnifying party would be inappropriate under applicable standards of professional conduct due to actual or potential conflicting interests between such indemnified party and any other party represented by such counsel in such proceeding. Except as specified in the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s its election so to assume the defense pursuant to thereof, the immediately preceding sentence, such indemnifying party shall will not be liable to the such indemnified party under this Section 5 for any legal or other expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, the latter in connection with the defense thereof other than thereof, unless in such indemnified party's reasonable costs judgment a conflict of investigation. The failure to deliver written notice to interest between such indemnified and indemnifying parties exists or the indemnifying party within is not adequately defending such action or proceeding. An indemnifying party will not be subject to any liability for any settlement made without its consent (which consent shall not be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement of any pending or threatened proceeding which (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff to all indemnified parties of a reasonable time release from all liability in respect to such claim or litigation, (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on such indemnified party or (iii) otherwise adversely affects such indemnified party other than as a result of the commencement imposition of any financial obligations for which such action shall indemnified party is entitled to be indemnified hereunder. Notwithstanding anything to the contrary contained herein, an indemnifying party will not relieve be obligated to pay the fees and expenses of more than one counsel (together with appropriate local counsel) for all parties indemnified by such indemnifying party of liability to the indemnified party under this Section 5 with respect to such action, except to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice, and shall not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5 or with respect to any other action except to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice. No indemnifying party shall, without the written consent of the indemnified party, which consent will not be unreasonably withheld, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or 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 admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party.

Notices of Claims, Etc. Promptly after receipt by an indemnified ---------------------- party under this Section 5 hereunder of written notice of the commencement of any action (including any governmental action)or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 5, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, promptly give written notice to the latter of the commencement of such action; provided, that the -------- failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section 5, deliver except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgement a written notice conflict of the commencement thereof interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party shall have the right will be entitled to participate in and to assume the defense thereof thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel mutually reasonably satisfactory to such indemnified party, and after notice from the parties; provided, however, that an indemnifying party to such indemnified party shall have of the right indemnifying party's election so to retain its own counselassume 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 reasonably incurred defense thereof, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof, and the indemnifying party will not be subject to any liability for any settlement made without its consent (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 such counsel for all parties indemnified parties to be reimbursed by the such indemnifying party if representation with respect to such claim, unless in the reasonable judgment of any such indemnified party by the counsel retained by the indemnifying party would be inappropriate under applicable standards a conflict of professional conduct due to actual or potential conflicting interests interest may exist between such indemnified party and any other party represented by such counsel in such proceeding. Except as specified in the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s election to assume the defense pursuant to the immediately preceding sentence, such indemnifying party shall not be liable to the indemnified party under this Section 5 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of liability to the indemnified party under this Section 5 parties with respect to such actionclaim, except to the extent in which event the indemnifying party is materially prejudiced as a result of not receiving such notice, shall be obligated to pay the fees and shall not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5 or with respect to any other action except to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice. No indemnifying party shall, without the written consent of the indemnified party, which consent will not be unreasonably withheld, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or 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 expenses of such action additional counsel or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified partycounsels.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under this Section 5 hereunder of written notice of the commencement of any action (including any governmental action)or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 4, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, promptly give written notice to the latter of the commencement of such action; PROVIDED, that the failure of any indemnifying indemnified party under this Section 5, deliver to give notice as provided herein shall not relieve the indemnifying party a written notice of its obligations under the commencement thereof and preceding subsections of this Section 4, except to the extent that the indemnifying party shall have is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgement a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the right indemnifying party will be entitled to participate in and to assume the defense thereof thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel mutually reasonably satisfactory to such indemnified party, and after notice from the parties; provided, however, that an indemnifying party to such indemnified party shall have of its election so to assume the right defense thereof, the indemnifying party will not be liable to retain its own counsel, such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the reasonably incurred defense thereof, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof, and the indemnifying party will not be subject to any liability for any settlement made without its consent (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 such counsel for all parties indemnified parties to be reimbursed by the such indemnifying party if representation with respect to such claim, unless in the reasonable judgment of any such indemnified party by the counsel retained by the indemnifying party would be inappropriate under applicable standards a conflict of professional conduct due to actual or potential conflicting interests interest may exist between such indemnified party and any other party represented by such counsel in such proceeding. Except as specified in the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s election to assume the defense pursuant to the immediately preceding sentence, such indemnifying party shall not be liable to the indemnified party under this Section 5 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of liability to the indemnified party under this Section 5 parties with respect to such actionclaim, except to the extent in which event the indemnifying party is materially prejudiced as a result of not receiving such notice, shall be obligated to pay the fees and shall not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5 or with respect to any other action except to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice. No indemnifying party shall, without the written consent of the indemnified party, which consent will not be unreasonably withheld, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or 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 expenses of such action additional counsel or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified partycounsels.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under this Section 5 of notice In the event of the commencement of any action or proceeding (including any governmental action)investigation) with respect to which an indemnified party seeks indemnification or contribution pursuant to this Article 4, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 5, will promptly deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in and in, and, to assume the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume, at the indemnifying party’s expense, the defense thereof thereof, with counsel mutually reasonably satisfactory to the partiesindemnified party, by giving written notice to the indemnified party within twenty (20) days of the receipt of written notice from the indemnified party of such proceeding of its intention to do so and acknowledging in writing the obligations of the indemnifying party with respect to such proceeding; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain its own one separate counsel, with the reasonably incurred reasonable fees and expenses of one such counsel for all indemnified parties to be reimbursed paid by the indemnifying party party, if representation of any such indemnified party by the counsel retained by the indemnifying party would be inappropriate under applicable standards of professional conduct due to actual or potential conflicting differing interests between such indemnified party and any other party represented by such counsel in such proceeding. Except as specified in the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s election to assume the defense pursuant to the immediately preceding sentence, such indemnifying party shall not be liable to the indemnified party under this Section 5 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement receipt of notice of any such action proceeding shall not relieve such the indemnifying party of any liability to the indemnified party under this Section 5 with respect to such action, Article 4 except to the extent the indemnifying party is was materially prejudiced as a result of not receiving by such noticefailure (and, and shall in any event, the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5 or with respect to any other action except to the extent the indemnifying party is materially prejudiced as a result of not receiving such noticeArticle 4). No indemnifying party party, in the defense of any pending or threatened claim or litigation, shall, without except with the written consent of the each indemnified party, which consent will not be unreasonably withheld, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, or enter into any pending or 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) settlement unless such settlement, compromise or judgment settlement (i) includes as an unconditional release of term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability arising out of in respect to such action claim or claim litigation and (ii) does not include a any statement as to, to or an any admission of, of fault, culpability or a failure to act, act by or on behalf of any indemnified 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 required in connection with defense of such claim and litigation resulting therefrom.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under this Section 5 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 5, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in and to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the reasonably incurred fees and expenses of one such counsel for all indemnified parties to be reimbursed by the indemnifying party if representation of any such indemnified party by the counsel retained by the indemnifying party would be inappropriate under applicable standards of professional conduct due to actual or potential conflicting interests between such indemnified party and any other party represented by such counsel in such proceeding. Except as specified in the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s 's election to assume the defense pursuant to the immediately preceding sentence, such indemnifying party shall not be liable to the indemnified party under this Section 5 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of liability to the indemnified party under this Section 5 with respect to such action, except to the extent the indemnifying party is materially prejudiced as a result of not receiving prejudicial to its ability to defend such noticeaction, and shall not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5 or with respect to any other action except to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice. No indemnifying party shall, without the written consent of the indemnified party, which consent will not be unreasonably withheld, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or 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 admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under this Section 5 hereunder of written notice of the commencement of any action (including any governmental action)or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 2.7, such indemnified party will, if a claim in respect thereof is to be made against any an indemnifying party under this Section 5party, deliver promptly give written notice to the indemnifying party a written notice of the commencement thereof of such action, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is 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 in and, jointly with any other indemnifying party similarly 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 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, unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof, and the indemnifying party will not be subject to any liability for any settlement made without its consent (which consent shall have 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 right giving by the claimant or plaintiff to participate such indemnified party of a release from all liability in and respect to such claim or litigation. An indemnifying party who is not entitled to, or elects not to, assume the defense thereof with counsel mutually satisfactory of a claim will not be obligated to pay the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the reasonably incurred fees and expenses of more than one such counsel in any single jurisdiction for all parties indemnified parties to be reimbursed by the such indemnifying party if representation with respect to such claim, unless in the reasonable judgment of any such indemnified party by the counsel retained by the indemnifying party would be inappropriate under applicable standards a conflict of professional conduct due to actual or potential conflicting interests interest may exist between such indemnified party and any other party represented by such counsel in such proceeding. Except as specified in the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s election to assume the defense pursuant to the immediately preceding sentence, such indemnifying party shall not be liable to the indemnified party under this Section 5 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of liability to the indemnified party under this Section 5 parties with respect to such actionclaim, except to the extent in which event the indemnifying party is materially prejudiced shall be obligated to pay the fees and expenses of such additional counsel or counsels as a result of not receiving such noticemay be reasonably necessary. Notwithstanding anything to the contrary set forth herein, and shall not relieve it without limiting any of the rights set forth above, in any liability that it may event any party will have the right to any indemnified party otherwise than under this Section 5 or retain, at its own expense, counsel with respect to any other action except to the extent the indemnifying party is materially prejudiced as defense of a result of not receiving such notice. No indemnifying party shall, without the written consent of the indemnified party, which consent will not be unreasonably withheld, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or 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 admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party.

Notices of Claims, Etc. Promptly after receipt by an Each indemnified party under this Section 5 of shall give notice of the commencement as promptly as reasonably practicable to each indemnifying party of any action (including any governmental action), such indemnified party will, if a claim or proceeding commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against any so notify an indemnifying party under this Section 5, deliver to shall not relieve such indemnifying party from any liability hereunder unless the indemnifying party is actually materially prejudiced as a written notice result thereof, and in such case, only to the extent of the commencement thereof such prejudice, and the in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. An indemnifying party may participate therein at its own expense and, to the extent that it shall have the right to participate in and to wish, assume the defense thereof with counsel mutually satisfactory to the partiesof such action; provided, however, that an counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. Notwithstanding the indemnifying party’s rights in the immediately preceding sentence, the indemnified party shall have the right to retain employ its own counsel (in addition to any local counsel), and the indemnifying party shall bear the reasonable fees, costs, and expenses of such separate counsel if (a) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (b) actual or potential defendants in, or targets of, any such proceeding include both the indemnified party and the indemnifying party, and the indemnified party shall have reasonably incurred concluded that there may be legal defense available to it and/or other indemnified parties which are different from or additional to those available to the indemnified party; (c) the indemnifying party shall not have employed counsel to represent the indemnified party within a reasonable time after notice of the institution of such proceeding; or (d) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. In no event shall the indemnifying party or parties be liable for the fees and expenses of more than one such counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties to be reimbursed by the indemnifying party if representation of any such indemnified party by the counsel retained by the indemnifying party would be inappropriate under applicable standards of professional conduct due to actual or potential conflicting interests between such indemnified party and any other party represented by such counsel in such proceeding. Except as specified in the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s election to assume the defense pursuant to the immediately preceding sentence, such indemnifying party shall not be liable to the indemnified party under this Section 5 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with any one action or separate but similar or related actions in the defense thereof other than reasonable costs of investigation. The failure to deliver written notice to the indemnifying party within a reasonable time same jurisdiction arising out of the commencement of any such action shall not relieve such indemnifying party of liability to the indemnified party under this Section 5 with respect to such action, except to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice, and shall not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5 same general allegations or with respect to any other action except to the extent the indemnifying party is materially prejudiced as a result of not receiving such noticecircumstances. No indemnifying party shall, without the prior written consent of the indemnified partyparties, which consent will not be unreasonably withheld, effect the settlement settle or compromise of, or consent to the entry of any judgment with respect toto any litigation, or any pending investigation or threatened action proceeding by any governmental agency or body, commenced or threatened, or any claim whosoever in respect of which indemnification or contribution may could be sought hereunder under this Article 4 (whether or not the indemnified party is an parties are actual or potential party to such action or claim) parties thereto), unless such settlement, compromise or judgment consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such action litigation, investigation, proceeding or claim and (ii) does not include a statement as to, to or an admission of, of fault, culpability or a failure to act, act by or on behalf of any indemnified party.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under this Section 5 of notice of the commencement of any action (including any governmental action)or proceeding involving a claim referred to in the preceding subdivisions of this Section 2.5, such indemnified party will, if a claim in respect thereof is to be made against any an indemnifying party under this Section 5party, deliver give written notice to the indemnifying party a written notice latter of the commencement thereof and the indemnifying party shall have the right to participate in and to assume the defense thereof with counsel mutually satisfactory to the partiesof such action; provided, however, that an the failure of any indemnified party to give notice as provided herein shall have the right to retain its own counsel, with the reasonably incurred fees and expenses of one such counsel for all indemnified parties to be reimbursed by not relieve the indemnifying party if of its obligations under the preceding subdivisions of this Section 2.5, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in the reasonable opinion of outside counsel for the indemnifying party joint representation of any such the indemnified party by the counsel retained by and the indemnifying party would be inappropriate under prohibited by the applicable standards rules of professional conduct due to actual or potential conflicting interests between in respect of such indemnified party and any other party represented by such counsel in such proceeding. Except as specified in claim, the immediately preceding sentence, after notice from an indemnifying party shall be entitled to an indemnified party of such indemnifying party’s election participate in and, to assume the defense pursuant thereof, jointly with any other indemnifying party similarly notified to the immediately preceding sentenceextent 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 shall not be liable to the such indemnified party under this Section 5 for any legal or other expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, the latter in connection with the defense thereof other than reasonable costs of investigation. The failure to deliver written notice to investigation unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof and the indemnified party notifies the indemnifying party within a reasonable time of such indemnified party's judgment and the commencement basis therefor. No indemnifying party shall be liable for any settlement of any such action or proceeding effected without its written consent, which consent shall not relieve such indemnifying party of liability to the indemnified party under this Section 5 with respect to such action, except to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice, and shall not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5 or with respect to any other action except to the extent the indemnifying party is materially prejudiced as a result of not receiving such noticebe unreasonably withheld. No indemnifying party shall, without the written consent of the indemnified party, which consent will not be unreasonably withheld, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, or enter into any pending settlement which does not include as an unconditional term thereof the giving by the claimant or threatened action or claim plaintiff to such indemnified party of a release from all liability in respect of which indemnification such claim 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 admission of, fault, culpability or a failure to act, by or on behalf of any indemnified partylitigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under this Section 5 hereunder of written notice of the commencement of any action (including any governmental action)or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 10.06, such indemnified party will, if a claim in respect thereof is to be made against any an indemnifying party under this Section 5party, deliver promptly give written notice to the indemnifying party a written notice of the commencement thereof of such action, PROVIDED that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists in respect of such claim, the indemnifying party will be entitled to participate in and, jointly with any other indemnifying party similarly 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 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, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof, and the indemnifying party will not be subject to any liability for any settlement made without its consent (which consent shall have 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 right giving by the claimant or plaintiff to participate such indemnified party of a release from all liability in and respect to such claim or litigation. An indemnifying party who is not entitled to, or elects not to, assume the defense thereof with counsel mutually satisfactory of a claim will not be obligated to pay the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the reasonably incurred fees and expenses of more than one such counsel in any single jurisdiction for all parties indemnified parties to be reimbursed by the such indemnifying party if representation with respect to such claim, unless in the reasonable judgment of any such indemnified party by the counsel retained by the indemnifying party would be inappropriate under applicable standards a conflict of professional conduct due to actual or potential conflicting interests interest may exist between such indemnified party and any other party represented by such counsel in such proceeding. Except as specified in the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s election to assume the defense pursuant to the immediately preceding sentence, such indemnifying party shall not be liable to the indemnified party under this Section 5 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of liability to the indemnified party under this Section 5 parties with respect to such actionclaim, except to the extent in which event the indemnifying party is materially prejudiced shall be obligated to pay the fees and expenses of such additional counsel or counsels as a result of not receiving such noticemay be reasonably necessary. Notwithstanding anything to the contrary set forth herein, and shall not relieve it without limiting any of the rights set forth above, in any liability that it may event any party will have the right to any indemnified party otherwise than under this Section 5 or retain, at its own expense, counsel with respect to any other action except to the extent the indemnifying party is materially prejudiced as defense of a result of not receiving such notice. No indemnifying party shall, without the written consent of the indemnified party, which consent will not be unreasonably withheld, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or 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 admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under this Section 5 of notice of the commencement of any action (including any governmental action)or proceeding involving a claim referred to in the preceding subsections of this Section 1.5, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 51.5, deliver except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action or proceeding is brought against an indemnified party, unless a written notice conflict of the commencement thereof interest between such indemnified and indemnifying parties exists in respect of such claim, the indemnifying party shall have the right be entitled to participate in and to assume the defense thereof thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel mutually reasonably satisfactory to such indemnified party, and after notice from the partiesindemnifying party to such indemnified parry of its election so to assume the defense thereof, if the indemnifying party is entitled to do so hereunder, the indemnifying party 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 other than reasonable costs of investigation; provided, however, that if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to a conflict of interest between such indemnified party and any other party represented by such counsel in such action or proceeding, an indemnified party shall have the right to retain its own counsel, with the reasonably incurred fees and expenses of one such counsel for all indemnified parties to be reimbursed paid by the indemnifying party if representation of any such indemnified party by the counsel retained by the indemnifying party would be inappropriate under applicable standards of professional conduct due to actual or potential conflicting interests between such indemnified party and any other party represented by such counsel in such proceeding. Except as specified in the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s election to assume the defense pursuant to the immediately preceding sentence, such indemnifying party shall not be liable to the indemnified party under this Section 5 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of liability to the indemnified party under this Section 5 with respect to such action, except to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice, and shall not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5 or with respect to any other action except to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice. No indemnifying party shall, without the written consent of the indemnified party, which consent will not be unreasonably withheld, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, or enter into any pending settlement which does not include as an unconditional term thereof the giving by the claimant or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the plaintiff to such indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional of a release of the indemnified party from all liability arising out of in respect to such action claim or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified partylitigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under this Section 5 hereunder of written notice of the commencement of any action (including any governmental action)or proceeding with respect to which a claim for indemnification may be made pursuant to this Article VI, such indemnified party willshall, if a claim in respect thereof is to be made against any an indemnifying party under this Section 5party, deliver promptly give written notice to the indemnifying party a written notice latter of the commencement thereof and the indemnifying party shall have the right to participate in and to assume the defense thereof with counsel mutually satisfactory to the partiesof such action; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding Sections of this Article VI, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. If any such claim or action is 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 shall have will be entitled to participate in and, jointly with any other indemnifying party similarly notified, to assume the right defense thereof, to retain its own counselthe extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the reasonably 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, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof or a court of competent jurisdiction determines that the indemnifying party is not vigorously defending such action or proceeding. An indemnifying party will not be subject to any liability for any settlement made without its consent (which consent shall not be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement of any pending or threatened proceeding which (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff to all indemnified parties of a release from all liability in respect to such claim or litigation, (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on such indemnified party or (iii) otherwise adversely affects such indemnified party, other than as a result of the imposition of financial obligations for which such indemnified party will be indemnified hereunder. Notwithstanding anything to the contrary contained herein, an indemnifying party will not be obligated to pay the fees and expenses of more than one such counsel (together with local counsel) for all parties indemnified parties to be reimbursed by the such indemnifying party if representation with respect to such claim, unless in the reasonable judgment of any such indemnified party by the counsel retained by the indemnifying party would be inappropriate under applicable standards a conflict of professional conduct due to actual or potential conflicting interests interest may exist between such indemnified party and any other party represented by such counsel in such proceeding. Except as specified in the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s election to assume the defense pursuant to the immediately preceding sentence, such indemnifying party shall not be liable to the indemnified party under this Section 5 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of liability to the indemnified party under this Section 5 parties with respect to such actionclaim, except to the extent in which event the indemnifying party is materially prejudiced as a result of not receiving such notice, shall be obligated to pay the fees and shall not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5 or with respect to any other action except to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice. No indemnifying party shall, without the written consent of the indemnified party, which consent will not be unreasonably withheld, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or 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 expenses of such action additional counsel or claim and counsels (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf together with the fees of any indemnified partylocal counsel).

Notices of Claims, Etc. Promptly after receipt by an Each indemnified party under this Section 5 of shall give written notice of the commencement as promptly as reasonably practicable to each indemnifying party of any action (including any governmental action), such indemnified party will, if a claim commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against any so notify an indemnifying party (i) will not relieve it from liability under this Section 5, deliver paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party a written notice of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the commencement thereof and indemnifying party's choice at the indemnifying party's expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall have not thereafter be responsible for the right to participate in fees and to assume expenses of any separate counsel retained by the defense thereof with indemnified party or parties except as set forth below); PROVIDED, HOWEVER, that such counsel mutually shall be satisfactory to the parties; providedindemnified party. Notwithstanding the indemnifying party's election to appoint counsel to represent the indemnified party in an action, however, that an the indemnified party shall have the right to retain its own employ separate counsel (including local counsel), with and the reasonably incurred fees indemnifying party shall bear the reasonable fees, costs and expenses of one such separate counsel for all indemnified parties to be reimbursed if (i) the use of counsel chosen by the indemnifying party if representation to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party by the counsel retained by and the indemnifying party would be inappropriate under applicable standards of professional conduct due to actual or potential conflicting interests between such and the indemnified party and any shall have reasonably concluded that there may be legal defenses available to it and/or other party represented by such counsel in such proceeding. Except as specified in indemnified parties which are different from or additional to those available to the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s election to assume , (iii) the defense pursuant to the immediately preceding sentence, such indemnifying party shall not be liable have employed counsel satisfactory to the indemnified party under this Section 5 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such to represent the indemnified party, in connection with the defense thereof other than reasonable costs of investigation. The failure to deliver written notice to the indemnifying party within a reasonable time after notice of the commencement institution of any such action shall not relieve such or (iv) the indemnifying party of liability to shall authorize the indemnified party under this Section 5 with respect to such action, except to employ separate counsel at the extent expense of the indemnifying party is materially prejudiced as a result of not receiving such notice, and shall not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5 or with respect to any other action except to the extent the indemnifying party is materially prejudiced as a result of not receiving such noticeparty. No indemnifying party shall, without the prior written consent of the indemnified partyparties, which consent will not be unreasonably withheld, effect the settlement settle or compromise of, or consent to the entry of any judgment with respect toto any litigation, or any pending investigation or threatened action proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution may could be sought hereunder under this Section 6 (whether or not the indemnified party is an parties are actual or potential party to such action or claim) parties thereto), unless such settlement, compromise or judgment consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such action litigation, investigation, proceeding or claim and (ii) does not include a statement as to, to or an admission of, of fault, culpability or a failure to act, act by or on behalf of any indemnified party.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under this Section 5 hereunder of written notice of the commencement of any action (including any governmental action)or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 4, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, promptly give written notice to the latter of the commencement of such action; provided, that the failure of any indemnifying indemnified party under this Section 5, deliver to give notice as provided herein shall not relieve the indemnifying party a written notice of its obligations under the commencement thereof and preceding subsections of this Section 4, except to the extent that the indemnifying party shall have is actually materially prejudiced by such failure to give notice. In case any such action is 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 right indemnifying party will be entitled to participate in and to assume the defense thereof thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel mutually reasonably satisfactory to such indemnified party, and after notice from the parties; provided, however, that an indemnifying party to such indemnified party shall have of its election so to assume the right defense thereof, the indemnifying party will not be liable to retain its own counsel, such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the reasonably incurred defense thereof, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof, and the indemnifying party will not be subject to any liability for any settlement made without its consent (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 such counsel for all parties indemnified parties to be reimbursed by the such indemnifying party if representation with respect to such claim, unless in the reasonable judgment of any such indemnified party by the counsel retained by the indemnifying party would be inappropriate under applicable standards a conflict of professional conduct due to actual or potential conflicting interests interest may exist between such indemnified party and any other party represented by such counsel in such proceeding. Except as specified in the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s election to assume the defense pursuant to the immediately preceding sentence, such indemnifying party shall not be liable to the indemnified party under this Section 5 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of liability to the indemnified party under this Section 5 parties with respect to such actionclaim, except to the extent in which event the indemnifying party is materially prejudiced as a result of not receiving such notice, shall be obligated to pay the fees and shall not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5 or with respect to any other action except to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice. No indemnifying party shall, without the written consent of the indemnified party, which consent will not be unreasonably withheld, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or 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 expenses of such action additional counsel or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified partycounsels.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under this Section 5 of notice In the event of the commencement of any action or proceeding (including any governmental action)investigation) with respect to which an indemnified party seeks indemnification or contribution pursuant to this Article 4, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 5, will promptly deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in and in, and, to assume the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume, at the indemnifying party’s expense, the defense thereof thereof, with counsel mutually reasonably satisfactory to the partiesindemnified party, by giving written notice to the indemnified party within twenty (20) days of the receipt of written notice from the indemnified party of such proceeding of its intention to do so and acknowledging in writing the obligations of the indemnifying party with respect to such proceeding; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain its own one separate counsel, with the reasonably incurred fees and expenses of one such counsel for all indemnified parties to be reimbursed paid by the indemnifying party party, if representation of any such indemnified party by the counsel retained by the indemnifying party would be inappropriate under applicable standards of professional conduct due to actual or potential conflicting differing interests between such indemnified party and any other party represented by such counsel in such proceeding. Except as specified in the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s election to assume the defense pursuant to the immediately preceding sentence, such indemnifying party shall not be liable to the indemnified party under this Section 5 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement receipt of notice of any such action proceeding shall not relieve such the indemnifying party of any liability to the indemnified party under this Section 5 with respect to such action, Article 4 except to the extent the indemnifying party is was materially prejudiced as a result of not receiving by such noticefailure (and, and shall in any event, the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5 or with respect to any other action except to the extent the indemnifying party is materially prejudiced as a result of not receiving such noticeArticle 4). No indemnifying party party, in the defense of any pending or threatened claim or litigation, shall, without except with the written consent of the each indemnified party, which consent will not be unreasonably withheld, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, or enter into any pending or 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) settlement unless such settlement, compromise or judgment settlement (i) includes as an unconditional release of term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability arising out of in respect to such action claim or claim litigation and (ii) does not include a any statement as to, to or an any admission of, of fault, culpability or a failure to act, act by or on behalf of any indemnified 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 required in connection with defense of such claim and litigation resulting therefrom.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under this Section 5 hereunder of written notice of the commencement of any action (including any governmental action)or proceeding with respect to which a claim for indemnification may be made pursuant to this Article VII, such indemnified party will, if a claim in respect thereof is to be made against any an indemnifying party under this Section 5party, deliver promptly give written notice to the indemnifying party a written notice latter of the commencement thereof and the indemnifying party shall have the right to participate in and to assume the defense thereof with counsel mutually satisfactory to the partiesof such action; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Article VII, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is 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 shall have will be entitled to participate in and, jointly with any other indemnifying party similarly notified, to assume the right defense thereof, to retain its own counselthe extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the reasonably indemnifying 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, unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof, and the indemnifying party will not be subject to any liability for any settlement made without its consent (which consent shall not be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement 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 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 such counsel for all parties indemnified parties to be reimbursed by the such indemnifying party if representation with respect to such claim, unless in the reasonable judgment of any such indemnified party by the counsel retained by the indemnifying party would be inappropriate under applicable standards a conflict of professional conduct due to actual or potential conflicting interests interest may exist between such indemnified party and any other party represented by such counsel in such proceeding. Except as specified in the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s election to assume the defense pursuant to the immediately preceding sentence, such indemnifying party shall not be liable to the indemnified party under this Section 5 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of liability to the indemnified party under this Section 5 parties with respect to such actionclaim, except to the extent in which event the indemnifying party is materially prejudiced as a result of not receiving such notice, shall be obligated to pay the fees and shall not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5 or with respect to any other action except to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice. No indemnifying party shall, without the written consent of the indemnified party, which consent will not be unreasonably withheld, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or 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 expenses of such action additional counsel or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified partycounsels.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under subsection (a) or (b) of this Section 5 6 of notice of the commencement of any action (including any governmental action), such indemnified party willshall, if a claim in respect thereof is to be made against any an indemnifying party under this Section 56, deliver notify such indemnifying party in writing of the commencement thereof; but the omission to so notify the indemnifying party a written notice shall not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 6. In the case that any such action is brought against any indemnified party it shall notify the indemnifying party of the commencement thereof and the such indemnifying party shall have the right be entitled to participate in and therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof thereof, with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the reasonably incurred fees and expenses of one such counsel for all indemnified parties to be reimbursed by the indemnifying party if representation of any such indemnified party by (who shall not, except with the consent of the indemnified party, be counsel retained by to the indemnifying party would be inappropriate under applicable standards of professional conduct due to actual or potential conflicting interests between such indemnified party and any other party represented by such counsel in such proceeding. Except as specified in the immediately preceding sentenceparty), and, after notice from an the indemnifying party to an such indemnified party of such indemnifying party’s its election so to assume the defense pursuant to the immediately preceding sentencethereof, such indemnifying party shall not be liable to the such indemnified party under this Section 5 6 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. The failure ; provided, however, that if any indemnified party reasonably determines that there may be legal defenses available to deliver written notice such indemnified party which are different from or in addition to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve those available to such indemnifying party or that representation of liability to the such indemnifying party and any indemnified party under this Section 5 with respect by the same counsel would present a conflict of interest, then such indemnifying party or parties shall not be entitled to assume such action, except to the extent the defense. If an indemnifying party is materially prejudiced not entitled to assume the defense of such action as a result of not receiving the proviso to the preceding sentence, counsel for such notice, and shall not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5 or with respect parties shall be entitled to any other action except to conduct the extent defense of such indemnified party or parties. In no event shall the indemnifying party is materially prejudiced as a result be liable for the fees and expenses of not receiving such noticemore than one counsel (in addition to any local counsel) separate from its own counsel for all indemnified parties in connection with any one action. No indemnifying party shall, without the written consent of the indemnified party, which consent will not be unreasonably withheld, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or 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 admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under this Section 5 hereunder of written notice of the commencement of any action (including any governmental action)or proceeding with respect to which a claim for indemnification may be, made pursuant to this Section 6, such indemnified party Party will, if a claim in respect thereof is to be made against any an indemnifying party under this Section 5party, deliver promptly give written notice to the indemnifying party a written notice of the commencement thereof of such action, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is 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 in and, jointly with any other indemnifying party similarly 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 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, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and parties arises in respect of such claim after the assumption of the defense thereof, and the indemnifying party will not be subject to any liability for any settlement made without its consent (which consent shall have not be unreasonably withheld). No indemnifying party will consent of any judgment or enter into any settlement which does not include as an unconditional term thereof the right giving by the claimant or plaintiff to participate such indemnified party of a release from all liability in and respect to such claim or litigation. An indemnifying party who is not entitled to, or elects not to, assume the defense thereof with counsel mutually satisfactory of a claim will not be obligated to pay the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the reasonably incurred fees and expenses of more than one such counsel in any single jurisdiction for all parties indemnified parties to be reimbursed by the such indemnifying party if representation with respect to such claim, unless in the reasonable judgment of any such indemnified party by the counsel retained by the indemnifying party would be inappropriate under applicable standards a conflict of professional conduct due to actual or potential conflicting interests interest may exist between such indemnified party and any other party represented by such counsel in such proceeding. Except as specified in the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s election to assume the defense pursuant to the immediately preceding sentence, such indemnifying party shall not be liable to the indemnified party under this Section 5 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of liability to the indemnified party under this Section 5 parties with respect to such actionclaim, except to the extent in which event the indemnifying party is materially prejudiced shall be obligated to pay the fees and expenses of such additional counsel or counsels as a result of not receiving such noticemay be reasonably necessary. Notwithstanding anything to the contrary set forth herein, and shall not relieve it without limiting any of the rights set forth above, in any liability that it may event any party will have the right to any indemnified party otherwise than under this Section 5 or retain, at its own expense, counsel with respect to any other action except to the extent the indemnifying party is materially prejudiced as defense of a result of not receiving such notice. No indemnifying party shall, without the written consent of the indemnified party, which consent will not be unreasonably withheld, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or 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 admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party.

Notices of Claims, Etc. Promptly after receipt by an Each indemnified party under this Section 5 of shall give written notice of the commencement as promptly as reasonably practicable to each indemnifying party of any action (including any governmental action), such indemnified party will, if a claim commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against any so notify an indemnifying party (i) will not relieve it from liability under this Section 5, deliver paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party a written notice of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party ther than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the commencement thereof and indemnifying party's choice at the indemnifying party's expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall have not thereafter be responsible for the right to participate in fees and to assume expenses of any separate counsel retained by the defense thereof with counsel mutually satisfactory to the partiesindemnified party or parties except as set forth below); provided, however, that such counsel shall be satisfactory to the indemnified party. Notwithstanding the indemnifying party's election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to retain its own employ separate counsel (including local counsel), with and the reasonably incurred fees indemnifying party shall bear the reasonable fees, costs and expenses of one such separate counsel for all indemnified parties to be reimbursed if (i) the use of counsel chosen by the indemnifying party if representation to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party by the counsel retained by and the indemnifying party would be inappropriate under applicable standards of professional conduct due to actual or potential conflicting interests between such and the indemnified party and any shall have reasonably concluded that there may be legal defenses available to it and/or other party represented by such counsel in such proceeding. Except as specified in indemnified parties which are different from or additional to those available to the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s election to assume , (iii) the defense pursuant to the immediately preceding sentence, such indemnifying party shall not be liable have employed counsel satisfactory to the indemnified party under this Section 5 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such to represent the indemnified party, in connection with the defense thereof other than reasonable costs of investigation. The failure to deliver written notice to the indemnifying party within a reasonable time after notice of the commencement institution of any such action shall not relieve such or (iv) the indemnifying party of liability to shall authorize the indemnified party under this Section 5 with respect to such action, except to employ separate counsel at the extent expense of the indemnifying party is materially prejudiced as a result of not receiving such notice, and shall not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5 or with respect to any other action except to the extent the indemnifying party is materially prejudiced as a result of not receiving such noticeparty. No indemnifying party shall, without the prior written consent of the indemnified partyparties, which consent will not be unreasonably withheld, effect the settlement settle or compromise of, or consent to the entry of any judgment with respect toto any litigation, or any pending investigation or threatened action proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution may could be sought hereunder under this Section 6 (whether or not the indemnified party is an parties are actual or potential party to such action or claim) parties thereto), unless such settlement, compromise or judgment consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such action litigation, investigation, proceeding or claim and (ii) does not include a statement as to, to or an admission of, of fault, culpability or a failure to act, act by or on behalf of any indemnified party.

Notices of Claims, Etc. Promptly after receipt by an indemnified ----------------------- party under this Section 5 hereunder of written notice of the commencement of any action (including any governmental action)or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 6, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, promptly give written notice to the latter of the commencement of such action; provided that the failure of any indemnifying indemnified party under this Section 5, deliver to give notice as provided herein shall not relieve the indemnifying party a written notice of its obligations under the commencement thereof and preceding subsections of this Section 6, except to the extent that the indemnifying party shall have is actually materially prejudiced by such failure to give notice. In case any such action is 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 right indemnifying party will be entitled to participate in and and, jointly with any other indemnifying party similarly notified, to assume the defense thereof thereof, to the extent that it may wish, with counsel mutually reasonably satisfactory to such indemnified party, and after notice from the parties; provided, however, that an indemnifying party to such indemnified party shall have of its election so to assume the right defense thereof, the indemnifying party will not be liable to retain its own counsel, such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the reasonably incurred defense thereof, unless in such indemnified party's reasonable judgement a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof or a court of competent jurisdiction determines that the indemnifying party is not vigorously defending such action or proceeding. An indemnifying party will not be subject to any liability for any settlement made without its consent (which consent shall not be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement of any pending or threatened proceeding which (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff to all indemnified parties of a release from all liability in respect to such claim or litigation, (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on such indemnified party or (iii) does not otherwise adversely affect such indemnified party, other than as a result of the imposition of financial obligations for which such indemnified party will be indemnified hereunder. Notwithstanding anything to the contrary contained herein, an indemnifying party will not be obligated to pay the fees and expenses of more than one such counsel (together with appropriate local counsel) for all parties indemnified parties to be reimbursed by the such indemnifying party if representation with respect to such claim, unless in the reasonable judgment of any such indemnified party by the counsel retained by the indemnifying party would be inappropriate under applicable standards a conflict of professional conduct due to actual or potential conflicting interests interest may exist between such indemnified party and any other party represented by such counsel in such proceeding. Except as specified in the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s election to assume the defense pursuant to the immediately preceding sentence, such indemnifying party shall not be liable to the indemnified party under this Section 5 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of liability to the indemnified party under this Section 5 parties with respect to such actionclaim, except to the extent in which event the indemnifying party is materially prejudiced as a result of not receiving such notice, shall be obligated to pay the fees and shall not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5 or with respect to any other action except to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice. No indemnifying party shall, without the written consent of the indemnified party, which consent will not be unreasonably withheld, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or 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 expenses of such action additional counsel or claim and counsels (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf together with the fees of any indemnified partyappropriate local counsel).

Notices of Claims, Etc. Promptly after receipt by an indemnified party under this Section 5 hereunder of written notice of the commencement of any action (including any governmental action)or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 6, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, promptly give written notice to the latter of the commencement of such action; provided, that the failure of any indemnifying indemnified party under this Section 5, deliver to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section 6, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a written conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party shall be entitled to participate in and, jointly with any other indemnifying party similarly 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 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, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the commencement thereof defense thereof, and the indemnifying party shall have not be subject to any liability for any settlement made without its consent (which consent shall not be unreasonably withheld). No indemnifying party shall consent to entry of any judgment or enter into any settlement of any pending or threatened proceeding which does not include as an unconditional term thereof the right giving by the claimant or plaintiff to participate all indemnified parties of a release from all liability in and respect to assume the defense thereof with counsel mutually satisfactory such [?] or litigation. Notwithstanding anything to the parties; providedcontrary contained herein, however, that an indemnified indemnifying party shall have not be obligated to pay the right to retain its own counsel, with the reasonably incurred fees and expenses of more than one such counsel (together with appropriate local counsel) for all parties indemnified parties to be reimbursed by the such indemnifying party if representation with respect to such claim, unless in the reasonable judgment of any such indemnified party by the counsel retained by the indemnifying party would be inappropriate under applicable standards a conflict of professional conduct due to actual or potential conflicting interests interest may exist between such indemnified party and any other party represented by such counsel in such proceeding. Except as specified in the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s election to assume the defense pursuant to the immediately preceding sentence, such indemnifying party shall not be liable to the indemnified party under this Section 5 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of liability to the indemnified party under this Section 5 parties with respect to such actionclaim, except to the extent in which event the indemnifying party is materially prejudiced as a result of not receiving such notice, shall be obligated to pay the fees and shall not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5 or with respect to any other action except to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice. No indemnifying party shall, without the written consent of the indemnified party, which consent will not be unreasonably withheld, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or 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 expenses of such action additional counsel or claim and counsels (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf together with the fees of any indemnified partyappropriate local counsel).

Notices of Claims, Etc. Promptly after receipt by an indemnified party under this Section 5 hereunder of written notice of the commencement of any action (including any governmental actionor proceeding with respect to which a claim for indemnification may be made pursuant to this Section 5(g), such indemnified party will, if a claim in respect thereof is to be made against any an indemnifying party under this Section 5party, deliver promptly give written notice to the indemnifying party a written notice of the commencement thereof of such action, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is 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 in and, jointly with any other indemnifying party similarly 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 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, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof, and the indemnifying party will not be subject to any liability for any settlement made without its consent (which consent shall have 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 right giving by the claimant or plaintiff to participate such indemnified party of a release from all liability in and respect to such claim or litigation. An indemnifying party who is not entitled to, or elects not to, assume the defense thereof with counsel mutually satisfactory of a claim will not be obligated to pay the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the reasonably incurred fees and expenses of more than one such counsel in any single jurisdiction for all parties indemnified parties to be reimbursed by the such indemnifying party if representation with respect to such claim, unless in the reasonable judgment of any such indemnified party by the counsel retained by the indemnifying party would be inappropriate under applicable standards a conflict of professional conduct due to actual or potential conflicting interests interest may exist between such indemnified party and any other party represented by such counsel in such proceeding. Except as specified in the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s election to assume the defense pursuant to the immediately preceding sentence, such indemnifying party shall not be liable to the indemnified party under this Section 5 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of liability to the indemnified party under this Section 5 parties with respect to such actionclaim, except to the extent in which event the indemnifying party is materially prejudiced shall be obligated to pay the fees and expenses of such additional counsel or counsels as a result of not receiving such noticemay be reasonably necessary. Notwithstanding anything to the contrary set forth herein, and shall not relieve it without limiting any of the rights set forth above, in any liability that it may event any party will have the right to any indemnified party otherwise than under this Section 5 or retain, at its own expense, counsel with respect to any other action except to the extent the indemnifying party is materially prejudiced as defense of a result of not receiving such notice. No indemnifying party shall, without the written consent of the indemnified party, which consent will not be unreasonably withheld, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or 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 admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under this Section 5 hereunder of written notice of the commencement of any action (including any governmental action)or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 3, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, promptly give written notice to the latter of the commencement of such action; provided that the failure of any indemnifying indemnified party under this Section 5, deliver to give notice as provided herein shall not relieve the indemnifying party a written notice of its obligations under the commencement thereof and preceding subsections of this Section 3, except to the extent that the indemnifying party shall have is actually materially prejudiced by such failure to give notice. In case any such action is 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 right indemnifying party will be entitled to participate in and and, jointly with any other indemnifying party similarly notified, to assume the defense thereof thereof, to the extent that it may wish, with counsel mutually reasonably satisfactory to the parties; providedsuch indemnified party, however, that an indemnified party shall have the right to retain its own counsel, with the reasonably incurred fees and expenses of one such counsel for all indemnified parties to be reimbursed by after notice from the indemnifying party if representation of any to such indemnified party by the counsel retained by the indemnifying party would be inappropriate under applicable standards of professional conduct due to actual or potential conflicting interests between such indemnified party and any other party represented by such counsel in such proceeding. Except as specified in the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s its election so to assume the defense pursuant to thereof, the immediately preceding sentence, such indemnifying party shall will not be liable to the such indemnified party under this Section 5 for any legal or other expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, the latter in connection with the defense thereof other than thereof, unless in such indemnified party's reasonable costs judgment a conflict of investigation. The failure to deliver written notice to interest between such indemnified and indemnifying parties exists or the indemnifying party within a reasonable time of the commencement is not adequately defending such action or proceeding. An indemnifying party will not be subject to any liability for any settlement made without its consent (which consent shall not be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement of any pending or threatened proceeding which (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff to all indemnified parties of a release from all liability in respect to such action shall claim or litigation, or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on such indemnified party. Notwithstanding anything to the contrary contained herein, an indemnifying party will not relieve be obligated to pay the fees and expenses of more than one counsel (plus no more than one local counsel) for all parties indemnified by such indemnifying party of liability to the indemnified party under this Section 5 with respect to such action, except to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice, and shall not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5 or with respect to any other action except to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice. No indemnifying party shall, without the written consent of the indemnified party, which consent will not be unreasonably withheld, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or 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 admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under this Section 5 hereunder of written notice of the commencement of any action (including any governmental action)or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 8, such indemnified party will, if a claim in respect thereof is to be made against any an indemnifying party, give written notice to the latter of the commencement of such action; provided, however, that the failure of the indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 58, deliver except to the extent that the indemnifying party a written notice of the commencement thereof and is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall have the right will be entitled to participate in and to assume the defense thereof thereof, with counsel mutually satisfactory to the parties; providedsuch indemnified party, however, that an indemnified party shall have the right to retain its own counsel, with the reasonably incurred fees and expenses of one such counsel for all indemnified parties to be reimbursed by after notice from the indemnifying party if representation of any to such indemnified party by the counsel retained by the indemnifying party would be inappropriate under applicable standards of professional conduct due to actual or potential conflicting interests between such indemnified party and any other party represented by such counsel in such proceeding. Except as specified in the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s its election so to assume the defense pursuant to thereof, the immediately preceding sentence, such indemnifying party shall will not be liable to the such indemnified party under this Section 5 for any legal or other expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, the latter in connection with the defense thereof other than reasonable costs of investigation. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of liability to ; provided, however, that the indemnified party under this Section 5 with respect shall have the right to such actionemploy counsel to represent the indemnified party and its respective controlling Persons, except directors, officers, general or limited partners, employees or agents who may be subject to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice, and shall not relieve it liability arising out of any liability that it may have to any indemnified party otherwise than under this Section 5 or with respect to any other action except to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice. No indemnifying party shall, without the written consent of the indemnified party, which consent will not be unreasonably withheld, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution indemnity may be sought hereunder (whether or not by the indemnified party is an actual or potential against such indemnifying party to such action or claim) unless such settlement, compromise or judgment under this Section 8 if: (i) includes an unconditional release the employment of such counsel shall have been authorized in writing by such indemnifying party in connection with the defense of such action; (ii) the indemnifying party shall not have within a reasonable time employed counsel reasonably satisfactory to the indemnified party from all liability arising out to assume the defense of such action or claim counsel; or (iii) any indemnified party shall have reasonably concluded based upon written advice of counsel that there may be defenses available to such indemnified party or its respective controlling Persons, directors, officers, employees or agents which are in conflict with those available to an indemnifying party; provided, however, that the indemnifying party shall not be obligated to pay for more than the expenses of one firm of separate counsel for the indemnified party (in addition to the reasonable fees and (ii) expenses of one firm serving as local counsel). 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 statement as to, release from all liability in respect to such claim or an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified partylitigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under this Section 5 hereunder of written notice of the commencement of any action (including any governmental action)or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 6, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided, that the failure of any indemnifying indemnified party under this Section 5, deliver to give notice as provided herein shall not relieve the indemnifying party a written notice of its obligations under the commencement thereof and preceding subdivisions of this Section 6, except to the extent that the indemnifying party shall have is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgement a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the right indemnifying party will be entitled to participate in and to assume the defense thereof thereof, jointly with any other indemnified party similarly notified to the extent that it may wish, with counsel mutually reasonably satisfactory to such indemnified party, and after notice from the parties; providedindemnifying party to such indemnified party of its election so to assume the defense thereof, howeverthe 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, that an unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof. No indemnifying party will consent to entry of any judgment or enter into any settlement without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld) unless such settlement requires no more than a monetary payment for which the indemnifying party agrees to indemnify the indemnified party and includes a full, unconditional and complete release of the indemnified party from all liability in respect to such claim or litigation. The indemnified party shall have be entitled to take control of the right defense of any claim as to retain its own which, in the reasonable judgment of the indemnifying party's counsel, with the reasonably incurred fees and expenses representation of one such counsel for all indemnified parties to be reimbursed by both the indemnifying party if representation of any such and the indemnified party by the counsel retained by the indemnifying party would be inappropriate under the applicable standards of professional conduct due to actual or potential conflicting differing interests between them. 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 party represented by such counsel in such proceeding. Except as specified in the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s election to assume the defense pursuant to the immediately preceding sentence, such indemnifying party shall not be liable to the indemnified party under this Section 5 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of liability to the indemnified party under this Section 5 parties with respect to such actionclaim, except to the extent in which event the indemnifying party is materially prejudiced as a result of not receiving such notice, shall be obligated to pay the fees and shall not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5 or with respect to any other action except to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice. No indemnifying party shall, without the written consent of the indemnified party, which consent will not be unreasonably withheld, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or 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 expenses of such action additional counsel or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified partycounsels.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under this Section 5 hereunder of written notice of the commencement of any action (including any governmental action)or proceeding with respect to which a claim for indemnification may be made pursuant to this SECTION 7, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, promptly give written notice to the latter of the commencement of such action; PROVIDED that the failure of any indemnifying indemnified party under this Section 5, deliver to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding paragraphs of this SECTION 7, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a written conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and, jointly with any other indemnifying party similarly 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, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the commencement thereof defense thereof, and the indemnifying party will not be subject to any liability for any settlement made without its consent (which consent shall have not be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement of any pending or threatened proceeding which does not include as an unconditional term thereof the right giving by the claimant or plaintiff to participate all indemnified parties of a release from all liability in and respect to assume the defense thereof with counsel mutually satisfactory such claim or litigation. Notwithstanding anything to the parties; providedcontrary contained herein, however, that an indemnified indemnifying party shall have will not be obligated to pay the right to retain its own counsel, with the reasonably incurred fees and expenses of more than one such counsel (together with appropriate local counsel) for all parties indemnified parties to be reimbursed by the such indemnifying party if representation with respect to such claim, unless in the reasonable judgment of any such indemnified party by the counsel retained by the indemnifying party would be inappropriate under applicable standards a conflict of professional conduct due to actual or potential conflicting interests interest may exist between such indemnified party and any other party represented by such counsel in such proceeding. Except as specified in the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s election to assume the defense pursuant to the immediately preceding sentence, such indemnifying party shall not be liable to the indemnified party under this Section 5 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of liability to the indemnified party under this Section 5 parties with respect to such actionclaim, except to the extent in which event the indemnifying party is materially prejudiced as a result of not receiving such notice, shall be obligated to pay the fees and shall not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5 or with respect to any other action except to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice. No indemnifying party shall, without the written consent of the indemnified party, which consent will not be unreasonably withheld, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or 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 expenses of such action additional counsel or claim and counsels (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf together with the fees of any indemnified partyappropriate local counsel).

Notices of Claims, Etc. Promptly after receipt by an indemnified party under this Section 5 hereunder of written notice of the commencement of any action (including any governmental action)or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 5.4, such indemnified party will, if a claim in respect thereof is to be made against any an indemnifying party, give written notice to the latter of the commencement of such action; PROVIDED, that the failure of the indemnified party under this Section 5, deliver to give notice as provided herein shall not relieve the indemnifying party a written notice of its obligations under Sections 5.4(a) or 5.4(b), except to the commencement thereof and extent that the indemnifying party shall have is actually prejudiced by such failure to give notice. In case any such action is 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 right indemnifying party will be entitled to participate in and to assume the defense thereof thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel mutually reasonably satisfactory to the parties; providedsuch indemnified party, however, that an indemnified party shall have the right to retain its own counsel, with the reasonably incurred fees and expenses of one such counsel for all indemnified parties to be reimbursed by after notice from the indemnifying party if representation of any to such indemnified party by the counsel retained by the indemnifying party would be inappropriate under applicable standards of professional conduct due to actual or potential conflicting interests between such indemnified party and any other party represented by such counsel in such proceeding. Except as specified in the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s its election so to assume the defense pursuant to thereof, the immediately preceding sentence, such indemnifying party shall will not be liable to the such indemnified party under this Section 5 for any legal or other expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, the latter in connection with the defense thereof other than reasonable costs of investigation. The failure to deliver written notice If, the indemnified party has been advised by counsel that having common counsel would result in a conflict of interest between the interests of such indemnified and indemnifying parties, then such indemnified party may employ separate counsel reasonably acceptable to the indemnifying party within a reasonable time of the commencement of any to represent or defend such action shall not relieve such indemnifying party of liability to the indemnified party under this Section 5 with respect to in such action, except to the extent it being understood, however, that the indemnifying party is materially prejudiced as a result of not receiving such notice, and shall not relieve it be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any liability that it may have to time for all such indemnified parties (and not more than one separate firm of local counsel at any time for all such indemnified party otherwise than under this Section 5 or with respect to any other action except to the extent the indemnifying party is materially prejudiced as a result of not receiving parties) in such noticeaction. No indemnifying party shall, without the written consent of the indemnified party, which consent will not be unreasonably withheld, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, or enter into any pending settlement which does not include as an unconditional term thereof the giving by the claimant or threatened action or claim plaintiff to such indemnified party of a release from all liability in respect of which indemnification such claim 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 admission of, fault, culpability or a failure to act, by or on behalf of any indemnified partylitigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under this Section 5 hereunder of written notice of the commencement of any action (including any governmental action)or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 10, such indemnified party willshall, if a claim in respect thereof is to be made against any an indemnifying party under this Section 5party, deliver promptly give written notice to the indemnifying party a written notice latter of the commencement thereof and the indemnifying party shall have the right to participate in and to assume the defense thereof with counsel mutually satisfactory to the partiesof such action; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under Section 10(a) and 10(b), except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. If any such claim or action is 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 shall have will be entitled to participate in and, jointly with any other indemnifying party similarly notified, to assume the right defense thereof, to retain its own counselthe extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the reasonably 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, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof or a court of competent jurisdiction determines that the indemnifying party is not vigorously defending such action or proceeding. An indemnifying party will not be subject to any liability for any settlement made without its consent (which consent shall not be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement of any pending or threatened proceeding which (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff to all indemnified parties of a release from all liability in respect to such claim or litigation, (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on such indemnified party or (iii) otherwise adversely affects such indemnified party, other than as a result of the imposition of financial obligations for which such indemnified party will be indemnified hereunder. Notwithstanding anything to the contrary contained herein, an indemnifying party will not be obligated to pay the fees and expenses of more than one such counsel (together with local counsel) for all parties indemnified parties to be reimbursed by the such indemnifying party if representation with respect to such claim, unless in the reasonable judgment of any such indemnified party by the counsel retained by the indemnifying party would be inappropriate under applicable standards a conflict of professional conduct due to actual or potential conflicting interests interest may exist between such indemnified party and any other party represented by such counsel in such proceeding. Except as specified in the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s election to assume the defense pursuant to the immediately preceding sentence, such indemnifying party shall not be liable to the indemnified party under this Section 5 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of liability to the indemnified party under this Section 5 parties with respect to such actionclaim, except to the extent in which event the indemnifying party is materially prejudiced as a result of not receiving such notice, shall be obligated to pay the fees and shall not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5 or with respect to any other action except to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice. No indemnifying party shall, without the written consent of the indemnified party, which consent will not be unreasonably withheld, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or 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 expenses of such action additional counsel or claim and counsels (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf together with the fees of any indemnified partylocal counsel).

Notices of Claims, Etc. Promptly after receipt by an indemnified party under this Section 5 of notice of the commencement of any action (including any governmental action)or proceeding involving a claim referred to in the preceding subdivisions of this Section 2.7, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; PROVIDED, HOWEVER, that the failure of any indemnifying indemnified party under this Section 5, deliver to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 2.7, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a written notice conflict of the commencement thereof interest between such indemnified and indemnifying parties is reasonably likely to exist in respect of such claim, the indemnifying party shall have the right be entitled to participate in and and, to assume the defense thereof thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel mutually reasonably satisfactory to the parties; providedsuch indemnified party, however, that an indemnified party shall have the right to retain its own counsel, with the reasonably incurred fees and expenses of one such counsel for all indemnified parties to be reimbursed by after notice from the indemnifying party if representation of any to such indemnified party by the counsel retained by the indemnifying party would be inappropriate under applicable standards of professional conduct due to actual or potential conflicting interests between such indemnified party and any other party represented by such counsel in such proceeding. Except as specified in the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s its election so to assume the defense pursuant to thereof, the immediately preceding sentence, such indemnifying party shall not be liable to the such indemnified party under this Section 5 for any legal or other expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, the latter in connection with the defense thereof other than reasonable costs of investigation. The failure to deliver written notice to investigation unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof and the indemnified party notifies the indemnifying party within a reasonable time of such indemnified party's judgment and the commencement basis therefor. No indemnifying party shall be liable for any settlement of any such action or proceeding effected without its written consent, which consent shall not relieve such indemnifying party of liability to the indemnified party under this Section 5 with respect to such action, except to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice, and shall not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5 or with respect to any other action except to the extent the indemnifying party is materially prejudiced as a result of not receiving such noticebe unreasonably withheld. No indemnifying party shall, without the written consent of the indemnified party, which consent will not be unreasonably withheld, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, or enter into any pending settlement which does not include as an unconditional term thereof the giving by the claimant or threatened action or claim plaintiff to such indemnified party of a release from all liability in respect of which indemnification such claim 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 admission of, fault, culpability or a failure to act, by or on behalf of any indemnified partylitigation.

Notices of Claims, Etc. Promptly Reasonably promptly after receipt by an indemnified party under this Section 5 of notice of the commencement of any action (including any governmental action)or proceeding involving a Claim referred to in this Article Five, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give reasonably prompt written notice to the latter of the commencement of such action, provided that the failure of any indemnifying indemnified party under this Section 5, deliver to give notice as provided herein shall not relieve the indemnifying party a written notice of its obligations under this Article Five, except to the commencement thereof and extent that the indemnifying party shall have the right is actually and materially prejudiced by such failure to participate in and to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an give notice.The indemnified party shall have the right to retain employ its own counsel, with counsel in any such action and the reasonably incurred fees and expenses of one such counsel for all indemnified parties to shall be reimbursed paid by the indemnifying party if representation of any such indemnified party by the counsel retained by the indemnifying party would be inappropriate under applicable standards of professional conduct due to actual or potential conflicting interests between such indemnified party and any other party represented by such counsel in such proceedingparty. Except as specified in the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s election to assume the defense pursuant to the immediately preceding sentence, such The indemnifying party shall not not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable to for the indemnified party under this Section 5 for any legal reasonable fees and expenses of other counsel or more than one separate firm of attorneys (in addition to any other expenses, in each case subsequently incurred by local counsel) at any time for such indemnified party, in connection with which firm shall be designated by the defense thereof other than reasonable costs of investigationindemnified party. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement shall be liable for any settlement of any such action or proceeding effected with the indemnifying party's prior consent, which consent shall not relieve such be withheld unreasonably, and the indemnifying party of liability agrees to indemnify and hold harmless the indemnified party under this Section 5 from and against any Claim by reason of any settlement of any action effected with respect to such action, except to the extent consent of the indemnifying party is materially prejudiced as a result of not receiving such notice, and shall not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5 or with respect to any other action except to the extent the indemnifying party is materially prejudiced as a result of not receiving such noticeparty. No indemnifying party shall, without the prior written consent of the indemnified party, which consent will not be unreasonably withheld, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, or enter into any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not settlement; provided that 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 written consent of the indemnified party shall not be required if the judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a complete release from all liability arising out in respect of such action or claim Claim, imposes only monetary obligations, and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf result in any adjustments that may adversely impact the taxes of any the indemnified partyparty for which indemnification is not provided.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under this Section 5 hereunder of written notice of the commencement of any action (including any governmental action)or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 8, such indemnified party will, if a claim in respect thereof is to be made against any an indemnifying party, give written notice to the latter of the commencement of such action; provided, however, that the failure of the indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 58, deliver except to the extent that the indemnifying party a written notice of the commencement thereof and is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall have the right will be entitled to participate in and to assume the defense thereof thereof, with counsel mutually satisfactory to the parties; providedsuch indemnified party, however, that an indemnified party shall have the right to retain its own counsel, with the reasonably incurred fees and expenses of one such counsel for all indemnified parties to be reimbursed by after notice from the indemnifying party if representation of any to such indemnified party by the counsel retained by the indemnifying party would be inappropriate under applicable standards of professional conduct due to actual or potential conflicting interests between such indemnified party and any other party represented by such counsel in such proceeding. Except as specified in the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s its election so to assume the defense pursuant to thereof, the immediately preceding sentence, such indemnifying party shall will not be liable to the such indemnified party under this Section 5 for any legal or other expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, the latter in connection with the defense thereof other than reasonable costs of investigation. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of liability to ; provided, however, that the indemnified party under this Section 5 with respect shall have the right to such actionemploy counsel to represent the indemnified party and its respective controlling persons, except directors, officers, general or limited partners, employees or agents who may be subject to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice, and shall not relieve it liability arising out of any liability that it may have to any indemnified party otherwise than under this Section 5 or with respect to any other action except to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice. No indemnifying party shall, without the written consent of the indemnified party, which consent will not be unreasonably withheld, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution indemnity may be sought hereunder (whether or not by the indemnified party is an actual or potential against such indemnifying party to such action or claim) unless such settlement, compromise or judgment under this Section 8 if: (i) includes an unconditional release the employment of such counsel shall have been authorized in writing by such indemnifying party in connection with the defense of such action; (ii) the indemnifying party shall not have within a reasonable time employed counsel reasonably satisfactory to the indemnified party from all liability arising out to assume the defense of such action or claim counsel; or (iii) any indemnified party shall have reasonably concluded based upon written advice of counsel that there may be defenses available to such indemnified party or its respective controlling persons, directors, officers, employees or agents which are in conflict with those available to an indemnifying party; provided, however, that the indemnifying party shall not be obligated to pay for more than the expenses of one firm of separate counsel for the indemnified party (in addition to the reasonable fees and (ii) expenses of one firm serving as local counsel). 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 statement as to, release from all liability in respect to such claim or an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified partylitigation.

Notices of Claims, Etc. Promptly ----------------------- after receipt by an indemnified party under this Section 5 hereunder of written notice of the commencement of any action (including any governmental action)or proceeding with respect to which a claim for indemnification may be made pursuant to this Section, such indemnified party will, if a claim in respect thereof is to be made against any an indemnifying party under this Section 5party, deliver promptly give written notice to the indemnifying party a written notice of the commencement thereof of such action, provided that the -------- failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding sections of this Section, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is 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 in and, jointly with any other indemnifying party similarly 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, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof, and the indemnifying party will not be subject to any liability for any settlement made without its consent (which consent shall have 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 right giving by the claimant or plaintiff to participate such indemnified party of a release from all liability in and respect to such claim or litigation. An indemnifying party who is not entitled to, or elects not to, assume the defense thereof with counsel mutually satisfactory of a claim will not be obligated to pay the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the reasonably incurred fees and expenses of more than one such counsel in any single jurisdiction for all parties indemnified parties to be reimbursed by the such indemnifying party if representation with respect to such claim, unless in the reasonable judgment of any such indemnified party by the counsel retained by the indemnifying party would be inappropriate under applicable standards a conflict of professional conduct due to actual or potential conflicting interests interest may exist between such indemnified party and any other party represented by such counsel in such proceeding. Except as specified in the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s election to assume the defense pursuant to the immediately preceding sentence, such indemnifying party shall not be liable to the indemnified party under this Section 5 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of liability to the indemnified party under this Section 5 parties with respect to such actionclaim, except to the extent in which event the indemnifying party is materially prejudiced shall be obligated to pay the fees and expenses of such additional counsel or counsels as a result of not receiving such noticemay be reasonably necessary. Notwithstanding anything to the contrary set forth herein, and shall not relieve it without limiting any of the rights set forth above, in any liability that it may event any party will have the right to any indemnified party otherwise than under this Section 5 or retain, at its own expense, counsel with respect to any other action except to the extent the indemnifying party is materially prejudiced as defense of a result of not receiving such notice. No indemnifying party shall, without the written consent of the indemnified party, which consent will not be unreasonably withheld, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or 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 admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party.

Notices of Claims, Etc. Promptly after receipt by an indemnified ---------------------- party under this Section 5 of notice of the commencement of any action (including any governmental action), or proceeding involving a claim referred to in the preceding subdivisions of this Section 5 such indemnified party will, if a claim in respect thereof is to be made against any an indemnifying party under this Section 5party, deliver give written notice to the indemnifying party a written notice latter of the commencement thereof and the indemnifying party shall have the right to participate in and to assume the defense thereof with counsel mutually satisfactory to the partiesof such action; provided, however, that an the failure of any indemnified party to -------- ------- give notice as provided herein shall have the right to retain its own counsel, with the reasonably incurred fees and expenses of one such counsel for all indemnified parties to be reimbursed by not relieve the indemnifying party if representation of any such indemnified party by its obligations under the counsel retained by preceding subdivisions of this Section 5, except to the extent that the indemnifying party would be inappropriate under applicable standards is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of professional conduct due to actual or potential conflicting interests interest between such indemnified party and any other party represented by indemnifying parties is reasonably likely to exist in respect of such counsel in such proceeding. Except as specified in claim, the immediately preceding sentence, after notice from an indemnifying party shall be entitled to an indemnified party of such indemnifying party’s election participate in and, to assume the defense pursuant thereof, jointly with any other indemnifying party similarly notified to the immediately preceding sentenceextent 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 shall not be liable to the such indemnified party under this Section 5 for any legal or other expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, the latter in connection with the defense thereof other than reasonable costs of investigation. The failure to deliver written notice to investigation unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof and the indemnified party notifies the indemnifying party within a reasonable time of such indemnified party's judgment and the commencement basis therefor. No indemnifying party shall be liable for any settlement of any such action or proceeding effected without its written consent, which consent shall not relieve such indemnifying party of liability to the indemnified party under this Section 5 with respect to such action, except to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice, and shall not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5 or with respect to any other action except to the extent the indemnifying party is materially prejudiced as a result of not receiving such noticebe unreasonably withheld. No indemnifying party shall, without the written consent of the indemnified party, which consent will not be unreasonably withheld, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, or enter into any pending settlement which does not include as an unconditional term thereof the giving by the claimant or threatened action or claim plaintiff to such indemnified party of a release from all liability in respect of which indemnification such claim 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 admission of, fault, culpability or a failure to act, by or on behalf of any indemnified partylitigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under this Section 5 of notice of the commencement of any action (including any governmental action)or proceeding involving a claim referred to in Section 5A.05 or 5A.06, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give reasonably prompt written notice to the latter of the commencement of such action or proceeding; provided, however, that the failure of any indemnifying indemnified party under this Section 5, deliver to give notice as provided herein shall not relieve the indemnifying party of its obligations under Section 5A.05 or 5A.06, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party’s reasonable judgment a written notice conflict of the commencement thereof interest between such indemnified and indemnifying parties is reasonably likely to exist in respect of such claim, the indemnifying party shall have the right be entitled to participate in and to assume the defense thereof thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel mutually reasonably satisfactory to the parties; providedindemnified party, however, that an indemnified party shall have the right to retain its own counsel, with the reasonably incurred fees and expenses of one such counsel for all indemnified parties to be reimbursed by after notice from the indemnifying party if representation of any to such indemnified party by the counsel retained by the indemnifying party would be inappropriate under applicable standards of professional conduct due to actual or potential conflicting interests between such indemnified party and any other party represented by such counsel in such proceeding. Except as specified in the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s its election so to assume the defense pursuant to the immediately preceding sentence, such thereof. The indemnifying party shall not be liable to the indemnified party under this Section 5 for any legal or other expenses of other counsel or any other expenses, in each case subsequently incurred by such the indemnified party, party in connection with the defense thereof of an indemnifiable action other than reasonable costs of investigation. The failure to deliver written notice to , unless in the indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof by the indemnifying party within a reasonable time of and the commencement of any such action shall not relieve such indemnified party notifies the indemnifying party of liability such indemnified party’s judgment as to the indemnified party under this Section 5 with respect to such actionexisting conflict of interest and the basis therefor; provided, except to the extent that the indemnifying party is materially prejudiced as a result shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of not receiving such noticemore than one separate firm of attorneys (in addition to local counsel) at any time for all indemnified parties. No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent, and which consent shall not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5 or with respect to any other action except to the extent the indemnifying party is materially prejudiced as a result of not receiving such noticebe unreasonably withheld. No indemnifying party shall, without the written consent of the indemnified party, which consent will not be unreasonably withheld, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, or enter into any pending settlement which does not include as an unconditional term thereof the giving by the claimant or threatened action or claim plaintiff to such indemnified party of a release from all liability in respect of which indemnification such claim 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 admission of, fault, culpability or a failure to act, by or on behalf of any indemnified partylitigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under this Section 5 hereunder of written notice of the commencement of any action (including any governmental actionor proceeding with respect to which a claim for indemnification may be made pursuant to this SECTION 2(E), such indemnified party will, if a claim in respect thereof is to be made against any an indemnifying party under this Section 5party, deliver promptly give written notice to the indemnifying party a written notice of the commencement thereof of such action, PROVIDED, HOWEVER, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this SECTION 2(E), except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is 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, the indemnifying party will be entitled to participate in and, jointly with any other indemnifying party similarly 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, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof, and the indemnifying party will not be subject to any liability for any settlement made without its consent (which consent shall have not be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the right giving by the claimant or plaintiff to participate such indemnified party of a release from all liability in and respect to such claim or litigation. An indemnifying party who is not entitled to, or elects not to, assume the defense thereof with counsel mutually satisfactory of a claim will not be obligated to pay the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the reasonably incurred fees and expenses of more than one such counsel in any single jurisdiction for all parties indemnified parties to be reimbursed by the such indemnifying party if representation with respect to such claim, unless in the reasonable judgment of any such indemnified party by the counsel retained by the indemnifying party would be inappropriate under applicable standards a conflict of professional conduct due to actual or potential conflicting interests interest may exist between such indemnified party and any other party represented by such counsel in such proceeding. Except as specified in the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s election to assume the defense pursuant to the immediately preceding sentence, such indemnifying party shall not be liable to the indemnified party under this Section 5 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of liability to the indemnified party under this Section 5 parties with respect to such actionclaim, except to the extent in which event the indemnifying party is materially prejudiced shall be obligated to pay the fees and expenses of such additional counsel or counsels as a result of not receiving such noticemay be reasonably necessary. Notwithstanding anything to the contrary set forth herein, and shall not relieve it without limiting any of the rights set forth above, in any liability that it may event any party will have the right to any indemnified party otherwise than under this Section 5 or retain, at its own expense, counsel with respect to any other action except to the extent the indemnifying party is materially prejudiced as defense of a result of not receiving such notice. No indemnifying party shall, without the written consent of the indemnified party, which consent will not be unreasonably withheld, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or 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 admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under this Section 5 hereunder of written notice of the commencement of any action (including any governmental action)or proceeding with respect to which a claim for indemnification may be made pursuant to this Article IX, such indemnified party will, if a claim in respect thereof is to be made against any an indemnifying party under this Section 5party, deliver promptly give written notice to the indemnifying party a written notice latter of the commencement thereof and the indemnifying party shall have the right to participate in and to assume the defense thereof with counsel mutually satisfactory to the partiesof such action; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Article IX, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is 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 shall have will be entitled to participate in and, jointly with any other indemnifying party similarly notified, to assume the right defense thereof, to retain its own counselthe extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the reasonably indemnifying 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, unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof, and the indemnifying party will not be subject to any liability for any settlement made without its consent (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 such counsel for all parties indemnified parties to be reimbursed by the such indemnifying party if representation with respect to such claim, unless in the reasonable judgment of any such indemnified party by the counsel retained by the indemnifying party would be inappropriate under applicable standards a conflict of professional conduct due to actual or potential conflicting interests interest may exist between such indemnified party and any other party represented by such counsel in such proceeding. Except as specified in the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s election to assume the defense pursuant to the immediately preceding sentence, such indemnifying party shall not be liable to the indemnified party under this Section 5 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of liability to the indemnified party under this Section 5 parties with respect to such actionclaim, except to the extent in which event the indemnifying party is materially prejudiced as a result of not receiving such notice, shall be obligated to pay the fees and shall not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5 or with respect to any other action except to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice. No indemnifying party shall, without the written consent of the indemnified party, which consent will not be unreasonably withheld, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or 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 expenses of such action additional counsel or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified partycounsels.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under this Section 5 hereunder of written notice of the commencement of any action (including any governmental action)or proceeding with respect to which a claim for indemnification may be made pursuant to this Article 3 or a written threat to commence such action or proceeding, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, give written notice thereof (including a reasonable explanation of the circumstances in connection therewith and copies of all writings received relating thereto) to the latter; provided, however, that the failure of any indemnifying indemnified party under this Section 5, deliver to give notice as provided herein shall not relieve the indemnifying party a written of any obligations under Section 3.1 or 3.2 hereof unless such failure to provide notice prejudices in any material way the rights of the commencement thereof and indemnifying party to conduct the defense of such action or proceeding. In case any such action is brought against an indemnified party, the indemnifying party shall have the right be entitled to participate in and to assume the defense thereof thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel mutually reasonably satisfactory to the parties; providedsuch indemnified party. In any such proceeding, however, that an any indemnified party shall have the right to retain its own counsel, with but the reasonably incurred fees and expenses of one such counsel for all shall be at the expense of such indemnified parties to be reimbursed by party unless (i) the indemnifying party if representation and the indemnified party shall have mutually agreed to the contrary, (ii) the indemnifying party shall have failed to retain within a reasonable period of time counsel reasonably satisfactory to such indemnified party, or (iii) the named parties to any such proceeding (including any impleaded parties) include both such indemnified party or parties and the indemnifying parties or an Affiliate of the indemnifying parties or such indemnified party and representation of both parties by the same counsel retained by the indemnifying party would be inappropriate under applicable standards of professional conduct due to actual or potential conflicting differing interests between such indemnified party and any other party represented by such counsel in such proceeding. Except as specified in the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s election to assume the defense pursuant to the immediately preceding sentence, such indemnifying party shall not be liable to or parties and the indemnified party under this Section 5 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of liability to the indemnified party under this Section 5 with respect to such action, except to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice, and shall not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5 or with respect to any other action except to the extent the indemnifying party is materially prejudiced as a result of not receiving such noticeparties. No indemnifying party shall, shall consent to entry of any judgment or enter into any settlement with respect to a claim without the written consent of the indemnified party, which consent will shall not be unreasonably withheld, effect or unless such judgment or settlement includes as an unconditional term thereof the settlement giving by the claimant or compromise of, plaintiff to such indemnified party of a release from all liability in connection with the circumstances out of which the action or proceeding arose for all persons that may be entitled to or obligated to provide indemnification or contribution under this Article 3. No indemnified party shall consent to the entry of any judgment with respect to, or enter into any pending or threatened settlement of any action or claim in respect the defense of which indemnification or contribution may be sought hereunder (whether or not has been assumed by an indemnifying party without 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 consent of such action or claim and (ii) does indemnifying party, which consent shall not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified partybe unreasonably withheld.

Notices of Claims, Etc. Promptly after receipt by an indemnified ----------------------- party under this Section 5 of notice of the commencement of any action (including any governmental action)or proceeding involving a claim referred to in the preceding subdivisions of this Section 4.7, such indemnified party will, if a claim in respect thereof is to be made against any an indemnifying party under this Section 5party, deliver give written notice to the indemnifying party a written notice latter of the commencement thereof and the indemnifying party shall have the right to participate in and to assume the defense thereof with counsel mutually satisfactory to the partiesof such action; provided, however, that an the failure of any indemnified party to -------- ------- give notice as provided herein shall have the right to retain its own counsel, with the reasonably incurred fees and expenses of one such counsel for all indemnified parties to be reimbursed by not relieve the indemnifying party if representation of any such indemnified party by its obligations under the counsel retained by preceding subdivisions of this Section 4.7, except to the extent that the indemnifying party would be inappropriate under applicable standards is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of professional conduct due to actual or potential conflicting interests interest between such indemnified party and any other party represented by indemnifying parties is reasonably likely to exist in respect of such counsel in such proceeding. Except as specified in claim, the immediately preceding sentence, after notice from an indemnifying party shall be entitled to an indemnified party of such indemnifying party’s election participate in and, to assume the defense pursuant thereof, jointly with any other indemnifying party similarly notified to the immediately preceding sentenceextent 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 shall not be liable to the such indemnified party under this Section 5 for any legal or other expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, the latter in connection with the defense thereof other than reasonable costs of investigation. The failure to deliver written notice to investigation unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof and the indemnified party notifies the indemnifying party within a reasonable time of such indemnified party's judgment and the commencement basis therefor. No indemnifying party shall be liable for any settlement of any such action or proceeding effected without its written consent, which consent shall not relieve such indemnifying party of liability to the indemnified party under this Section 5 with respect to such action, except to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice, and shall not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5 or with respect to any other action except to the extent the indemnifying party is materially prejudiced as a result of not receiving such noticebe unreasonably withheld. No indemnifying party shall, without the written consent of the indemnified party, which consent will not be unreasonably withheld, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, or enter into any pending settlement which does not include as an unconditional term thereof the giving by the claimant or threatened action or claim plaintiff to such indemnified party of a release from all liability in respect of which indemnification such claim 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 admission of, fault, culpability or a failure to act, by or on behalf of any indemnified partylitigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under this Section 5 of notice of any claim or the commencement of any action (including any governmental action), such the indemnified party willshall, if a claim in respect thereof is to be made against any the indemnifying party under this Section 5, deliver to notify the indemnifying party a written notice in writing of the claim or the commencement thereof and of that action; provided, however, that the failure to notify the indemnifying party shall not relieve it from any liability that it may have under this Section 5. If any such claim or action is brought against an indemnified party, and it notifies the right indemnifying party thereof, the indemnifying party will be entitled to participate in and therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel mutually reasonably satisfactory to the partiesindemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party will not be liable to the indemnified party under this Section 5 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that an indemnified party shall a Majority of Holders will have the right to retain employ counsel to represent jointly a Majority of Holders and its own counselrespective directors, with employees, officers and controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by a Majority of Holders against the reasonably incurred fees and expenses Company under this Section 5 if (1) employment of one such counsel for all indemnified parties to be reimbursed has been authorized in writing by the indemnifying party, or (2) such indemnifying party if representation has not employed counsel to have charge of any the defense of such proceeding within 30 days of the receipt of notice thereof, or (3) such indemnified party has reasonably concluded that the representation of such indemnified party and those directors, employees, officers and controlling persons by the same counsel retained by representing the indemnifying party would be inappropriate under applicable standards of professional conduct due to actual or potential conflicting differing interests between them or where there may be one or more defenses available to them that are different from, additional to or in conflict with those available to the indemnifying party, and in any such indemnified party event ((1), (2) or (3)) the fees and any other party represented expenses of such separate counsel shall be paid by such counsel in such proceeding. Except as specified in the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s election to assume as incurred. It is understood that the defense pursuant to the immediately preceding sentence, such indemnifying party shall will not be liable to for the indemnified party under this Section 5 for any legal fees and expenses of other more than one separate firm (in addition to local counsel or any other expenses, in each case subsequently incurred by such jurisdiction) for all indemnified party, parties in connection with the defense thereof other than reasonable costs of investigation. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of liability to the indemnified party under this Section 5 with respect to such action, except to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice, and shall not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5 proceeding or with respect to any other action except to the extent the indemnifying party is materially prejudiced as a result of not receiving such noticerelated proceedings. No indemnifying party shallmay, without the prior written consent of the indemnified party, which consent will not be unreasonably withheldparties, effect the any settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened claim, investigation, action or claim proceeding in respect of which indemnification indemnity or contribution may be or could have been sought hereunder (whether or not the indemnified party is an or parties are actual or potential party to such action or claimparties thereto) unless (x) such settlement, compromise or judgment (i) includes an unconditional release of the such indemnified party from all liability arising out of such action claim, action, suit or claim proceeding and (ii) does not include a statement as to, to or an admission of, of fault, culpability or a failure to act, act by or on behalf of any indemnified party, and (y) the indemnifying party confirms in writing its indemnification obligations hereunder with respect to such settlement, compromise or judgment.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under this Section 5 hereunder of written notice of the commencement of any action (including any governmental actionor proceeding with respect to which a claim for indemnification may be made pursuant to this SECTION 2(D), such indemnified party will, if a claim in respect thereof is to be made against any an indemnifying party under this Section 5party, deliver promptly give written notice to the indemnifying party a written notice of the commencement thereof of such action, PROVIDED, HOWEVER, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this SECTION 2(D), except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is 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, the indemnifying party will be entitled to participate in and, jointly with any other indemnifying party similarly 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, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof, and the indemnifying party will not be subject to any liability for any settlement made without its consent (which consent shall have not be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the right giving by the claimant or plaintiff to participate such indemnified party of a release from all liability in and respect to such claim or litigation. An indemnifying party who is not entitled to, or elects not to, assume the defense thereof with counsel mutually satisfactory of a claim will not be obligated to pay the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the reasonably incurred fees and expenses of more than one such counsel in any single jurisdiction for all parties indemnified parties to be reimbursed by the such indemnifying party if representation with respect to such claim, unless in the reasonable judgment of any such indemnified party by the counsel retained by the indemnifying party would be inappropriate under applicable standards a conflict of professional conduct due to actual or potential conflicting interests interest may exist between such indemnified party and any other party represented by such counsel in such proceeding. Except as specified in the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s election to assume the defense pursuant to the immediately preceding sentence, such indemnifying party shall not be liable to the indemnified party under this Section 5 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of liability to the indemnified party under this Section 5 parties with respect to such actionclaim, except to the extent in which event the indemnifying party is materially prejudiced shall be obligated to pay the fees and expenses of such additional counsel or counsels as a result of not receiving such noticemay be reasonably necessary. Notwithstanding anything to the contrary set forth herein, and shall not relieve it without limiting any of the rights set forth above, in any liability that it may event any party will have the right to any indemnified party otherwise than under this Section 5 or retain, at its own expense, counsel with respect to any other action except to the extent the indemnifying party is materially prejudiced as defense of a result of not receiving such notice. No indemnifying party shall, without the written consent of the indemnified party, which consent will not be unreasonably withheld, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or 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 admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under this Section 5 of notice of the Exhibit B to Stockholders Agreement ----------------------------------- B-16 commencement of any action (including any governmental action)or proceeding involving a Claim referred to in the preceding subdivisions of this paragraph 8, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; PROVIDED that the failure of any indemnifying indemnified party under this Section 5, deliver to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this paragraph 8, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a written notice conflict of the commencement thereof interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party shall have the right be entitled to participate in and to assume the defense thereof thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel mutually reasonably satisfactory to the parties; providedsuch indemnified party, however, that an indemnified party shall have the right to retain its own counsel, with the reasonably incurred fees and expenses of one such counsel for all indemnified parties to be reimbursed by after notice from the indemnifying party if representation of any to such indemnified party by the counsel retained by the indemnifying party would be inappropriate under applicable standards of professional conduct due to actual or potential conflicting interests between such indemnified party and any other party represented by such counsel in such proceeding. Except as specified in the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s its election so to assume the defense pursuant to thereof, the immediately preceding sentence, such indemnifying party shall not be liable to the such indemnified party under this Section 5 for any legal or other expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, the latter in connection with the defense thereof other than reasonable costs of investigation. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of liability to the indemnified party under this Section 5 with respect to such action, except to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice, and shall not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5 or with respect to any other action except to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice. No indemnifying party shall, shall consent to entry of any judgment or enter into any settlement of any pending or threatened proceeding in respect of which an indemnified party is or could have been a party and indemnity could have been sought under subdivision (a) of this paragraph 8 without the written consent of the indemnified party, party which consent will does not be unreasonably withheld, effect include as an unconditional term thereof the settlement giving by the claimant or compromise of, or consent plaintiff to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the such indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional of a release of the indemnified party from all liability arising out of in respect to such action claim or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified partylitigation.

Notices of Claims, Etc. Promptly after receipt by an Each indemnified party under this Section 5 of shall give notice of the commencement as promptly as reasonably practicable to each indemnifying party of any action (including any governmental action), such indemnified party will, if a claim or proceeding commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against any so notify an indemnifying party under this Section 5, deliver to shall not relieve such indemnifying party from any liability hereunder unless the indemnifying party is actually materially prejudiced as a written notice result thereof, and in such case, only to the extent of the commencement thereof such prejudice, and the in any event shall not relieve it from any liability which it may have otherwise than on account of this Article 5. An indemnifying party may participate therein at its own expense and, to the extent that it shall have the right to participate in and to wish, assume the defense thereof with counsel mutually satisfactory to the partiesof such action; provided, however, that an counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. Notwithstanding the indemnifying party’s rights in the immediately preceding sentence, the indemnified party shall have the right to retain employ its own counsel (in addition to any local counsel), and the indemnifying party shall bear the reasonable fees, costs, and expenses of such separate counsel if (a) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (b) actual or potential defendants in, or targets of, any such proceeding include both the indemnified party and the indemnifying party, and the indemnified party shall have reasonably incurred concluded that there may be a legal defense available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party; or (c) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. In no event shall the indemnifying party or parties be liable for the fees and expenses of more than one such counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties to be reimbursed by the indemnifying party if representation of any such indemnified party by the counsel retained by the indemnifying party would be inappropriate under applicable standards of professional conduct due to actual or potential conflicting interests between such indemnified party and any other party represented by such counsel in such proceeding. Except as specified in the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s election to assume the defense pursuant to the immediately preceding sentence, such indemnifying party shall not be liable to the indemnified party under this Section 5 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with any one action or separate but similar or related actions in the defense thereof other than reasonable costs of investigation. The failure to deliver written notice to the indemnifying party within a reasonable time same jurisdiction arising out of the commencement of any such action shall not relieve such indemnifying party of liability to the indemnified party under this Section 5 with respect to such action, except to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice, and shall not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5 same general allegations or with respect to any other action except to the extent the indemnifying party is materially prejudiced as a result of not receiving such noticecircumstances. No indemnifying party shall, without the prior written consent of the indemnified partyparties, which consent will not be unreasonably withheld, effect the settlement settle or compromise of, or consent to the entry of any judgment with respect toto any litigation, or any pending investigation or threatened action proceeding by any governmental agency or body, commenced or threatened, or any claim whosoever in respect of which indemnification or contribution may could be sought hereunder under this Article 5 (whether or not the indemnified party is an parties are actual or potential party to such action or claim) parties thereto), unless such settlement, compromise or judgment consent (i) includes an unconditional release of the each indemnified party from all liability arising out of such action litigation, investigation, proceeding or claim and (ii) does not include a statement as to, to or an admission of, of fault, culpability or a failure to act, act by or on behalf of any indemnified party.

Notices of Claims, Etc. Promptly after receipt by an indemnified ----------------------- party under this Section 5 of notice of the commencement of any action (including any governmental action)or proceeding involving a claim referred to in the preceding subdivisions of this Section 2.8, such indemnified party will, if a claim in respect thereof is to be made against any an indemnifying party under this Section 5party, deliver give written notice to the indemnifying party a written notice latter of the commencement thereof and the indemnifying party shall have the right to participate in and to assume the defense thereof with counsel mutually satisfactory to the partiesof such action; provided, however, that an the failure of any indemnified party to -------- ------- give notice as provided herein shall have the right to retain its own counsel, with the reasonably incurred fees and expenses of one such counsel for all indemnified parties to be reimbursed by not relieve the indemnifying party if representation of any such indemnified party by its obligations under the counsel retained by preceding subdivisions of this Section 2.8, except to the extent that the indemnifying party would be inappropriate under applicable standards is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of professional conduct due to actual or potential conflicting interests interest between such indemnified party and any other party represented by indemnifying parties is reasonably likely to exist in respect of such counsel in such proceeding. Except as specified in claim, the immediately preceding sentence, after notice from an indemnifying party shall be entitled to an indemnified party of such indemnifying party’s election participate in and, to assume the defense pursuant thereof, jointly with any other indemnifying party similarly notified to the immediately preceding sentenceextent 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 shall not be liable to the such indemnified party under this Section 5 for any legal or other expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, the latter in connection with the defense thereof other than reasonable costs of investigation. The failure to deliver written notice to investigation unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof and the indemnified party notifies the indemnifying party within a reasonable time of such indemnified party's judgment and the commencement basis therefor. No indemnifying party shall be liable for any settlement of any such action or proceeding effected without its written consent, which consent shall not relieve such indemnifying party of liability to the indemnified party under this Section 5 with respect to such action, except to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice, and shall not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5 or with respect to any other action except to the extent the indemnifying party is materially prejudiced as a result of not receiving such noticebe unreasonably withheld. No indemnifying party shall, without the written consent of the indemnified party, which consent will not be unreasonably withheld, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, or enter into any pending settlement which does not include as an unconditional term thereof the giving by the claimant or threatened action or claim plaintiff to such indemnified party of a release from all liability in respect of which indemnification such claim 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 admission of, fault, culpability or a failure to act, by or on behalf of any indemnified partylitigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under this Section 5 of notice of the commencement of any action (including any governmental action)or proceeding involving a claim referred to in the preceding subsections of this Section 2.5, such indemnified party willshall, if a claim in respect thereof is to be made against any an indemnifying party under this Section 5party, deliver give written notice to the indemnifying party a written notice latter of the commencement thereof and the indemnifying party shall have the right to participate in and to assume the defense thereof with counsel mutually satisfactory to the partiesof such action or proceeding; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section 2.5, except to the extent that the indemnifying party is not otherwise aware of the claim and is actually materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 2.5. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall (i) have the right to assume the defense of such action, including the employment of counsel to be chosen by the indemnifying party which is reasonably satisfactory to the indemnified party, and (ii) be responsible for payment of expenses in connection with such action or proceeding. The indemnified party shall have the right to retain employ its own counsel (including local counsel) in any such case, with but the reasonably incurred legal fees and expenses of one such counsel for all shall be at the expense of the indemnified parties to be reimbursed party unless (i) the employment of such counsel shall have been authorized in writing by the indemnifying party if representation of any such indemnified party by the counsel retained by the indemnifying party would be inappropriate under applicable standards of professional conduct due to actual or potential conflicting interests between such indemnified party and any other party represented by such counsel in such proceeding. Except as specified in the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s election to assume the defense pursuant to the immediately preceding sentence, such indemnifying party shall not be liable to the indemnified party under this Section 5 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than of such action, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to take charge of the defense of such action within a reasonable costs period of investigation. The failure time after notice of the institution of such action, (iii) the indemnified party shall have reasonably concluded that there may be defenses available to deliver written notice it or them that are different from or additional to those available to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of liability to the indemnified party under this Section 5 with respect to such action, except to the extent (in which case the indemnifying party is materially prejudiced as a result of not receiving such notice, and shall not relieve it have the right to direct the defense of any liability that it may have to any indemnified party otherwise than under this Section 5 or with respect to any other such action except to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice. No indemnifying party shall, without the written consent on behalf of the indemnified party, which consent will not be unreasonably withheld, effect the settlement or compromise of), or (iv) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, in any of which events such fees and expenses shall be borne by the indemnifying party. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment with respect to, or enter into any pending or 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 settlement that (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include as an unconditional term thereof the giving by the plaintiff to such indemnified party of a statement as to, release from all liability in respect to such claim or an admission of, fault, culpability litigation or a failure to act, (ii) provides for relief other than the payment of monetary damages (and such monetary damages shall be paid in full by or on behalf of any indemnified the indemnifying party).

Notices of Claims, Etc. Promptly after receipt by an ---------------------- indemnified party under this Section 5 of notice of the commencement of any action (including any governmental action)or proceeding involving a claim referred to in the preceding subdivisions of this Section, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided that the failure of any indemnifying indemnified party under this Section 5, deliver to give notice -------- ---- as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section, except to the extent that the indemnifying party is actually prejudiced in a written notice material manner by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of the commencement thereof interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party shall have the right be entitled to participate in and to assume the defense thereof thereof, jointly with counsel mutually satisfactory any other indemnifying party similarly notified, to the parties; provided, however, extent that an indemnified party shall have the right to retain its own counsel, with the reasonably incurred fees and expenses of one such counsel for all indemnified parties to be reimbursed by the indemnifying party if representation of any may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party by the counsel retained by the indemnifying party would be inappropriate under applicable standards of professional conduct due to actual or potential conflicting interests between such indemnified party and any other party represented by such counsel in such proceeding. Except as specified in the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s its election so to assume the defense pursuant to thereof, the immediately preceding sentence, such indemnifying party shall not be liable to the such indemnified party under this Section 5 for any legal or other expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, the latter in connection with the defense thereof other than reasonable costs of investigation. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of liability to the indemnified party under this Section 5 with respect to such action, except to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice, and shall not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5 or with respect to any other action except to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice. No indemnifying party shall, without the written consent of the indemnified party, which consent will not be unreasonably withheld, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, or enter into any pending or threatened action or claim in respect settlement of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to any 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) which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a statement as torelease from all liability, or an admission ofa covenant not to xxx, fault, culpability in respect to such claim or a failure litigation. No indemnified party shall consent to act, by or on behalf entry of any indemnified 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.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under this Section 5 hereunder of written notice of the commencement of any action (including any governmental action)or proceeding with respect to which a claim for indemnification may be, made pursuant to this Section 3, such indemnified party Party will, if a claim in respect thereof is to be made against any an indemnifying party under this Section 5party, deliver promptly give written notice to the indemnifying party a written notice of the commencement thereof of such action, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is 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 in and, jointly with any other indemnifying party similarly 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 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, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and parties arises in respect of such claim after the assumption of the defense thereof, and the indemnifying party will not be subject to any liability for any settlement made without its consent (which consent shall have not be unreasonably withheld). No indemnifying party will consent of any judgment or enter into any settlement which does not include as an unconditional term thereof the right giving by the claimant or plaintiff to participate such indemnified party of a release from all liability in and respect to such claim or litigation. An indemnifying party who is not entitled to, or elects not to, assume the defense thereof with counsel mutually satisfactory of a claim will not be obligated to pay the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the reasonably incurred fees and expenses of more than one such counsel in any single jurisdiction for all parties indemnified parties to be reimbursed by the such indemnifying party if representation with respect to such claim, unless in the reasonable judgment of any such indemnified party by the counsel retained by the indemnifying party would be inappropriate under applicable standards a conflict of professional conduct due to actual or potential conflicting interests interest may exist between such indemnified party and any other party represented by such counsel in such proceeding. Except as specified in the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s election to assume the defense pursuant to the immediately preceding sentence, such indemnifying party shall not be liable to the indemnified party under this Section 5 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of liability to the indemnified party under this Section 5 parties with respect to such actionclaim, except to the extent in which event the indemnifying party is materially prejudiced shall be obligated to pay the fees and expenses of such additional counsel or counsels as a result of not receiving such noticemay be reasonably necessary. Notwithstanding anything to the contrary set forth herein, and shall not relieve it without limiting any of the rights set forth above, in any liability that it may event any party will have the right to any indemnified party otherwise than under this Section 5 or retain, at its own expense, counsel with respect to any other action except to the extent the indemnifying party is materially prejudiced as defense of a result of not receiving such notice. No indemnifying party shall, without the written consent of the indemnified party, which consent will not be unreasonably withheld, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or 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 admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under this Section 5 hereunder of written notice of the commencement of any action (including any governmental action)or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 7, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, promptly give written notice to the latter of the commencement of such action; provided that the failure of any indemnifying indemnified party under this Section 5, deliver to give notice as provided herein shall not relieve the indemnifying party a written notice of its obligations under the commencement thereof and preceding subsections of this Section 7, except to the extent that the indemnifying party shall have is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists in respect of such claim, the right indemnifying party will be entitled to participate in and and, jointly with any other indemnifying party similarly notified, to assume the defense thereof thereof, to the extent that it may wish, with counsel mutually reasonably satisfactory to such indemnified party, and after notice from the parties; provided, however, that an indemnifying party to such indemnified party shall have of its election so to assume the right defense thereof, the indemnifying party will not be liable to retain its own counsel, such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the reasonably incurred defense thereof, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof or a court of competent jurisdiction determines that the indemnifying party is not vigorously defending such action or proceeding. An indemnifying party will not be subject to any liability for any settlement made without its consent (which consent shall not be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement of any pending or threatened proceeding which (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff to all indemnified parties of a release from all liability in respect to such claim or litigation, (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on such indemnified party or (iii) does not otherwise adversely affect such indemnified party, other than as a result of the imposition of financial obligations for which such indemnified party will be indemnified hereunder. Notwithstanding anything to the contrary contained herein, an indemnifying party will not be obligated to pay the fees and expenses of more than one such counsel (together with appropriate local counsel) for all parties indemnified parties to be reimbursed by the such indemnifying party if representation with respect to such claim, unless in the reasonable judgment of any such indemnified party by the counsel retained by the indemnifying party would be inappropriate under applicable standards a conflict of professional conduct due to actual or potential conflicting interests interest exists between such indemnified party and any other party represented by such counsel in such proceeding. Except as specified in the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s election to assume the defense pursuant to the immediately preceding sentence, such indemnifying party shall not be liable to the indemnified party under this Section 5 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of liability to the indemnified party under this Section 5 parties with respect to such actionclaim, except to the extent in which event the indemnifying party is materially prejudiced as a result of not receiving such notice, shall be obligated to pay the fees and shall not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5 or with respect to any other action except to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice. No indemnifying party shall, without the written consent of the indemnified party, which consent will not be unreasonably withheld, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or 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 expenses of such action additional counsel or claim and counsels (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf together with the fees of any indemnified partyappropriate local counsel).

Notices of Claims, Etc. Promptly after receipt by an indemnified party under this Section 5 of notice of the commencement of any action (including any governmental action)or proceeding involving a claim referred to in Sections 6.1 and Section 6.2, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided that the failure of any indemnifying indemnified party under this Section 5, deliver to give notice as provided herein shall not relieve the indemnifying party of its obligations under Sections 6.1 and Section 6.2, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a written notice conflict of the commencement thereof interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party shall have the right be entitled to participate in and to assume the defense thereof thereof, jointly with counsel mutually satisfactory any other indemnifying party similarly notified, to the parties; provided, however, extent that an indemnified party shall have the right to retain its own counsel, with the reasonably incurred fees and expenses of one such counsel for all indemnified parties to be reimbursed by the indemnifying party if representation of any may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party by the counsel retained by the indemnifying party would be inappropriate under applicable standards of professional conduct due to actual or potential conflicting interests between such indemnified party and any other party represented by such counsel in such proceeding. Except as specified in the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s its election so to assume the defense pursuant to thereof, the immediately preceding sentence, such indemnifying party shall not be liable to the such indemnified party under this Section 5 for any legal or other expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified partythe latter REGISTRATION RIGHTS AGREEMENT BETWEEN WORLD HEALTH ALTERNATIVES, INC. AND CERTAIN INVESTORS PAGE 12 OF 18 in connection with the defense thereof other than reasonable costs of investigation. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of liability to the indemnified party under this Section 5 with respect to such action, except to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice, and shall not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5 or with respect to any other action except to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice. No indemnifying party shall, without the written consent of the indemnified party, which consent will not be unreasonably withheld, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, or enter into any pending or threatened action or claim in respect settlement of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to any 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) which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a statement as torelease from all liability, or an admission ofa covenant not to xxx, fault, culpability in respect to such claim or a failure litigation. No indemnified party shall consent to act, by or on behalf entry of any indemnified 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.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under this Section 5 hereunder of written notice of the commencement of any action (including any governmental action)or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 5, such indemnified party will, if a claim in respect thereof is to be made against any an indemnifying party, give written notice to the latter of the commencement of such action; PROVIDED, that the failure of the indemnified party under this Section 5, deliver to give notice as provided herein shall not relieve the indemnifying party a written notice of its obligations under Section 5(a) or 5(b), except to the commencement thereof and extent that the indemnifying party shall have is actually prejudiced by such failure to give notice. In case any such action is 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 right indemnifying party will be entitled to participate in and to assume the defense thereof thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel mutually reasonably satisfactory to the parties; providedsuch indemnified party, however, that an indemnified party shall have the right to retain its own counsel, with the reasonably incurred fees and expenses of one such counsel for all indemnified parties to be reimbursed by after notice from the indemnifying party if representation of any to such indemnified party by the counsel retained by the indemnifying party would be inappropriate under applicable standards of professional conduct due to actual or potential conflicting interests between such indemnified party and any other party represented by such counsel in such proceeding. Except as specified in the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s its election so to assume the defense pursuant to thereof, the immediately preceding sentence, such indemnifying party shall will not be liable to the such indemnified party under this Section 5 for any legal or other expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, the latter in connection with the defense thereof other than reasonable costs of investigation. The failure to deliver written notice If, in such indemnified party's reasonable judgment, having common counsel would result in a conflict of interest between the interests of such indemnified and indemnifying parties, then such indemnified party may employ separate counsel reasonably acceptable to the indemnifying party within a reasonable time of the commencement of any to represent or defend such action shall not relieve such indemnifying party of liability to the indemnified party under this Section 5 with respect to in such action, except to the extent it being understood, however, that the indemnifying party is materially prejudiced as a result of not receiving such notice, and shall not relieve it be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any liability that it may have to time for all such indemnified parties (and not more than one separate firm of local counsel at any time for all such indemnified party otherwise than under this Section 5 or with respect to any other action except to the extent the indemnifying party is materially prejudiced as a result of not receiving parties) in such noticeaction. No indemnifying party shall, without the written consent of the indemnified party, which consent will not be unreasonably withheld, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, or enter into any pending settlement which does not include as an unconditional term thereof the giving by the claimant or threatened action or claim plaintiff to such indemnified party of a release from all liability in respect of which indemnification such claim 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 admission of, fault, culpability or a failure to act, by or on behalf of any indemnified partylitigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under this Section 5 of notice of any claim or the commencement of any action (including any governmental action), such the indemnified party willshall, if a claim in respect thereof is to be made against any the indemnifying party under this Section 5, deliver to notify the indemnifying party a written notice in writing of the claim or the commencement thereof and of that action; provided, however, that the failure to notify the indemnifying party shall not relieve it from any liability that it may have under this Section 5. If any such claim or action shall be brought against an indemnified party, and it shall notify the right indemnifying party thereof, the indemnifying party shall be entitled to participate in and therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel mutually reasonably satisfactory to the partiesindemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 5 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that an the indemnified party shall have the right to retain employ counsel to represent jointly the indemnified party and its own counselrespective officers, with directors, partners, employees, representatives, agents and controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the reasonably incurred fees and expenses indemnified party against the indemnifying party under this Section 5 if (i) employment of one such counsel for all indemnified parties to be reimbursed has been authorized in writing by the indemnifying party, or (ii) such indemnifying party if representation shall not have employed counsel to have charge of any the defense of such proceeding within 30 days of the receipt of notice thereof, or (iii) such indemnified party shall have reasonably concluded that the representation of such indemnified party and those officers, directors, partners, employees, representatives, agents and controlling persons by the same counsel retained by representing the indemnifying party would be inappropriate under applicable standards of professional conduct due to actual or potential conflicting differing interests between them or where there may be one or more defenses available to them that are different from, additional to or in conflict with those available to the indemnifying party, and in any such indemnified party event ((i), (ii) or (iii)) the fees and any other party represented expenses of such separate counsel shall be paid by such counsel in such proceeding. Except as specified in the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s election to assume as incurred. It is understood that the defense pursuant to the immediately preceding sentence, such indemnifying party shall not be liable to for the indemnified party under this Section 5 for any legal fees and expenses of other more than one separate firm (in addition to local counsel or any other expenses, in each case subsequently incurred by such jurisdiction, if necessary) for all indemnified party, parties in connection with the defense thereof other than reasonable costs of investigation. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of liability to the indemnified party under this Section 5 with respect to such action, except to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice, and shall not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5 proceeding or with respect to any other action except to the extent the indemnifying party is materially prejudiced as a result of not receiving such noticerelated proceedings. No indemnifying party shall, without the prior written consent of the indemnified party, which consent will not be unreasonably withheldparties, effect the any settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action claim, investigation, action, suit or claim proceeding in respect of which indemnification indemnity or contribution may be or could have been sought hereunder (whether or not the indemnified party is an or parties are actual or potential party to such action or claimparties thereto) unless (A) such settlement, compromise or judgment (i1) includes an unconditional release of the such indemnified party from all liability arising out of such action claim, investigation, action, suit or claim proceeding, and (ii2) does not include a statement as to, to or an admission of, of fault, culpability or a failure to act, act by or on behalf of any indemnified party, and (B) the indemnifying party confirms in writing its indemnification obligations hereunder with respect to such settlement, compromise or judgment.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under this Section 5 hereunder of written notice of the commencement of any action (including any governmental action)or proceeding with respect to which a claim for indemnification may be made pursuant to this Article IX, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, promptly give written notice to the latter of the commencement of such action; PROVIDED, HOWEVER, that the failure of any indemnifying indemnified party under this Section 5, deliver to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Article IX, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a written conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and, jointly with any other indemnifying party similarly 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 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, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the commencement thereof defense thereof, and the indemnifying party will not be subject to any liability for any settlement made without its consent (which consent shall have 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 right giving by the claimant or plaintiff to participate such indemnified party of a release from all liability in and respect to such claim or litigation. An indemnifying party who is not entitled to, or elects not to, assume the defense thereof with counsel mutually satisfactory of a claim will not be obligated to pay the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the reasonably incurred fees and expenses of more than one such counsel for all parties indemnified parties to be reimbursed by the such indemnifying party if representation with respect to such claim, unless in the reasonable judgment of any such indemnified party by the counsel retained by the indemnifying party would be inappropriate under applicable standards a conflict of professional conduct due to actual or potential conflicting interests interest may exist between such indemnified party and any other party represented by such counsel in such proceeding. Except as specified in the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s election to assume the defense pursuant to the immediately preceding sentence, such indemnifying party shall not be liable to the indemnified party under this Section 5 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of liability to the indemnified party under this Section 5 parties with respect to such actionclaim, except to the extent in which event the indemnifying party is materially prejudiced as a result of not receiving such notice, shall be obligated to pay the fees and shall not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5 or with respect to any other action except to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice. No indemnifying party shall, without the written consent of the indemnified party, which consent will not be unreasonably withheld, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or 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 expenses of such action additional counsel or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified partycounsels.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under this Section 5 of notice of any claim or the commencement of any action (including any governmental action), such the indemnified party willshall, if a claim in respect thereof is to be made against any the indemnifying party under this Section 5, deliver notify each party against whom indemnification is to the indemnifying party a written notice be sought in writing of the claim or the commencement thereof and of that action; provided, however, that the failure to notify the indemnifying party shall not relieve it from any liability that it may have under this Section 5 to the right extent that it is not materially prejudiced through the forfeiture of substantive rights or defenses as a result thereof and in any event shall not relieve it from any liability that such indemnifying party may otherwise have on account of the indemnity agreement hereunder. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate in and therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel mutually reasonably satisfactory to the partiesindemnified party; provided however, that counsel to the indemnifying party shall not (except with the written consent of the indemnified party) also be counsel to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 5 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that an the indemnified party shall have the right to retain employ counsel to represent jointly the indemnified party and its own counselrespective directors, with employees, officers and controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the reasonably incurred fees and expenses indemnified party against the indemnifying party under this Section 5 if (1) employment of one such counsel for all indemnified parties to be reimbursed has been authorized in writing by the indemnifying party, or (2) such indemnifying party if representation shall not have employed counsel to have charge of any the defense of such proceeding within a reasonable time after notice of commencement of the action, or (3) such indemnified party shall have reasonably concluded that the representation of such indemnified party and those directors, employees, officers and controlling persons by the same counsel retained by representing the indemnifying party would be inappropriate under applicable standards of professional conduct due to actual or potential conflicting differing interests between them or where there may be one or more defenses available to them that are different from, additional to or in conflict with those available to the indemnifying party, and in any such indemnified party event ((1), (2) or (3)) the fees and any other party represented expenses of such separate counsel shall be paid by such counsel in such proceeding. Except as specified in the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s election to assume as incurred. It is understood that the defense pursuant to the immediately preceding sentence, such indemnifying party shall not be liable to for the indemnified party under this Section 5 for any legal fees and expenses of other more than one separate firm (in addition to local counsel or any other expenses, in each case subsequently incurred by such jurisdiction) for all indemnified party, parties in connection with the defense thereof other than reasonable costs of investigation. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of liability to the indemnified party under this Section 5 with respect to such action, except to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice, and shall not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5 proceeding or with respect to any other action except to the extent the indemnifying party is materially prejudiced as a result of not receiving such noticerelated proceedings. No indemnifying party shall, without the prior written consent of the indemnified party, which consent will not be unreasonably withheldparties, effect the any settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened claim, investigation, action or claim proceeding in respect of which indemnification indemnity or contribution may be or could have been sought hereunder (whether or not the indemnified party is an or parties are actual or potential party to such action or claimparties thereto) unless (x) such settlement, compromise or judgment (i) includes an unconditional release of the such indemnified party from all liability arising out of such action claim, action, suit or claim proceeding and (ii) does not include a statement as to, to or an admission of, of fault, culpability or a failure to act, act by or on behalf of any indemnified party, and (y) the indemnifying party confirms in writing its indemnification obligations hereunder with respect to such settlement, compromise or judgment.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under this Section 5 of notice of the commencement of any action (including any governmental action)or proceeding involving a claim referred to in Sections 6.1 and Section 6.2, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided that the failure of any indemnifying indemnified party under this Section 5, deliver to give notice as provided herein shall not relieve the indemnifying party of its obligations under Sections 6.1 and Section 6.2, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a written notice REGISTRATION RIGHTS AGREEMENT BETWEEN LOGICA HOLDINGS INC. AND T SQUARED PARTNERS LLC AND T SQUARED INVESTMENTS LLC conflict of the commencement thereof interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party shall have the right be entitled to participate in and to assume the defense thereof thereof, jointly with counsel mutually satisfactory any other indemnifying party similarly notified, to the parties; provided, however, extent that an indemnified party shall have the right to retain its own counsel, with the reasonably incurred fees and expenses of one such counsel for all indemnified parties to be reimbursed by the indemnifying party if representation of any may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party by the counsel retained by the indemnifying party would be inappropriate under applicable standards of professional conduct due to actual or potential conflicting interests between such indemnified party and any other party represented by such counsel in such proceeding. Except as specified in the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s its election so to assume the defense pursuant to thereof, the immediately preceding sentence, such indemnifying party shall not be liable to the such indemnified party under this Section 5 for any legal or other expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, the latter in connection with the defense thereof other than reasonable costs of investigation. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of liability to the indemnified party under this Section 5 with respect to such action, except to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice, and shall not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5 or with respect to any other action except to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice. No indemnifying party shall, without the written consent of the indemnified party, which consent will not be unreasonably withheld, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, or enter into any pending or threatened action or claim in respect settlement of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to any 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) which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a statement as torelease from all liability, or an admission ofa covenant not to sue, fault, culpability in respect to such claxx or a failure litigation. No indemnified party shall consent to act, by or on behalf entry of any indemnified 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.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under this Section 5 hereunder of written notice of the commencement of any action (including any governmental action)or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 6, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided, that the failure of any indemnifying indemnified party under this Section 5, deliver to give notice as provided herein shall not relieve the indemnifying party a written notice of its obligations under the commencement thereof and preceding subdivisions of this Section 6, except to the extent that the indemnifying party shall have is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgement a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the right indemnifying party will be entitled to participate in and to assume the defense thereof thereof, jointly with any other indemnified party similarly notified to the extent that it may wish, with counsel mutually reasonably satisfactory to the parties; providedsuch indemnified party, however, that an indemnified party shall have the right to retain its own counsel, with the reasonably incurred fees and expenses of one such counsel for all indemnified parties to be reimbursed by after notice from the indemnifying party if representation of any to such indemnified party by the counsel retained by the indemnifying party would be inappropriate under applicable standards of professional conduct due to actual or potential conflicting interests between such indemnified party and any other party represented by such counsel in such proceeding. Except as specified in the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s its election so to assume the defense pursuant to thereof, the immediately preceding sentence, such indemnifying party shall will not be liable to the such indemnified party under this Section 5 for any legal or other expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, the latter in connection with the defense thereof other than thereof, unless in such indemnified party's reasonable costs judgment a conflict of investigation. The failure to deliver written notice to interest between such indemnified and indemnifying parties arises in respect of such claim after the indemnifying party within a reasonable time assumption of the commencement of any such action shall not relieve such indemnifying party of liability to the indemnified party under this Section 5 with respect to such action, except to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice, and shall not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5 or with respect to any other action except to the extent the indemnifying party is materially prejudiced as a result of not receiving such noticedefense thereof. No indemnifying party shall, will consent to entry of any judgment or enter into any settlement without the prior written consent of the indemnified party, party (which consent will shall not be unreasonably withheld, effect ) unless such settlement requires no more than a monetary payment for which the settlement or compromise of, or consent indemnifying party agrees to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not indemnify the indemnified party is an actual or potential party to such action or claim) unless such settlementand includes a full, compromise or judgment (i) includes an unconditional and complete release of the indemnified party from all liability arising out in respect to such claim or litigation. The indemnified party shall be entitled to take control of such action the defense of any claim as to which, in the reasonable judgment of the indemnifying party's counsel, representation of both the indemnifying party and the indemnified party would be inappropriate under the applicable standards of .professional conduct due to actual or claim and (ii) does potential differing interests between them. An indemnifying party who is not include a statement as entitled to, or an admission ofelects not to, faultassume 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, culpability or a failure to act, by or on behalf unless in the reasonable judgment of any indemnified partyparty 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 under this Section 5 of notice of the commencement of any action (including any governmental action)or proceeding involving a claim referred to in the preceding subdivisions of this Section 2.8, such indemnified party will, if a claim in respect thereof is to be made against any an indemnifying party under this Section 5party, deliver give written notice to the indemnifying party a written notice latter of the commencement thereof and the indemnifying party shall have the right to participate in and to assume the defense thereof with counsel mutually satisfactory to the partiesof such action; provided, however, that an the failure of any indemnified party to give notice as provided herein shall have the right to retain its own counsel, with the reasonably incurred fees and expenses of one such counsel for all indemnified parties to be reimbursed by not relieve the indemnifying party if representation of its obligations under the preceding subdivisions of this Section 2.8, except to the extent that the indemnify ing party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party by the counsel retained by party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties is reasonably likely to exist in respect of such claim, the indemnifying party would shall be inappropriate under applicable standards of professional conduct due entitled to actual or potential conflicting interests between such indemnified party and any other party represented by such counsel participate in such proceeding. Except as specified in the immediately preceding sentenceand, after notice from an indemnifying party to an indemnified party of such indemnifying party’s election to assume the defense pursuant thereof, jointly with any other indemnifying party similarly notified to the immediately preceding sentenceextent 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 shall not be liable to the such indemnified party under this Section 5 for any legal or other expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, the latter in connection with the defense thereof other than reasonable costs of investigation. The failure to deliver written notice to investigation unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof and the indemnified party notifies the indemnifying party within a reasonable time of such indemnified party's judgment and the commencement basis therefor. No indemnifying party shall be liable for any settlement of any such action or proceeding effected without its written consent, which consent shall not relieve such indemnifying party of liability to the indemnified party under this Section 5 with respect to such action, except to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice, and shall not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5 or with respect to any other action except to the extent the indemnifying party is materially prejudiced as a result of not receiving such noticebe unreasonably withheld. No indemnifying party shall, without the written consent of the indemnified party, which consent will not be unreasonably withheld, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, or enter into any pending settlement which does not include as an unconditional term thereof the giving by the claimant or threatened action or claim plaintiff to such indemnified party of a release from all liability in respect of which indemnification such claim 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 admission of, fault, culpability or a failure to act, by or on behalf of any indemnified partylitigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under this Section 5 of notice of the commencement of any action (including any governmental action)or proceeding involving a claim referred to in the preceding subdivisions of this Section 2.8, such indemnified party will, if a claim in respect thereof is to be made against any an indemnifying party under this Section 5party, deliver give written notice to the indemnifying party a written notice latter of the commencement thereof and the indemnifying party shall have the right to participate in and to assume the defense thereof with counsel mutually satisfactory to the partiesof such action; provided, however, that an the failure of any indemnified party to give notice as provided herein shall have the right to retain its own counsel, with the reasonably incurred fees and expenses of one such counsel for all indemnified parties to be reimbursed by not relieve the indemnifying party if representation of any such indemnified party by its obligations under the counsel retained by preceding subdivisions of this Section 2.8, except to the extent that the indemnifying party would be inappropriate under applicable standards is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of professional conduct due to actual or potential conflicting interests interest between such indemnified party and any other party represented by indemnifying parties is reasonably likely to exist in respect of such counsel in such proceeding. Except as specified in claim, the immediately preceding sentence, after notice from an indemnifying party shall be entitled to an indemnified party of such indemnifying party’s election participate in and, to assume the defense pursuant thereof, jointly with any other indemnifying party similarly notified to the immediately preceding sentenceextent 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 shall not be liable to the such indemnified party under this Section 5 for any legal or other expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, the latter in connection with the defense thereof other than reasonable costs of investigation. The failure to deliver written notice to investigation unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof and the indemnified party notifies the indemnifying party within a reasonable time of such indemnified party's judgment and the commencement basis therefor. No indemnifying party shall be liable for any settlement of any such action or proceeding effected without its written consent, which consent shall not relieve such indemnifying party of liability to the indemnified party under this Section 5 with respect to such action, except to the extent the indemnifying party is materially prejudiced as a result of not receiving such notice, and shall not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5 or with respect to any other action except to the extent the indemnifying party is materially prejudiced as a result of not receiving such noticebe unreasonably withheld. No indemnifying party shall, without the written consent of the indemnified party, which consent will not be unreasonably withheld, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, or enter into any pending settlement which does not include as an unconditional term thereof the giving by the claimant or threatened action or claim plaintiff to such indemnified party of a release from all liability in respect of which indemnification such claim 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 admission of, fault, culpability or a failure to act, by or on behalf of any indemnified partylitigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under this Section 5 hereunder of written notice of the commencement of any action (including any governmental action)or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 2.5, such indemnified party will, if a claim in respect thereof is to be made against any an indemnifying party under this Section 5party, deliver promptly give written notice to the indemnifying party a written notice of the commencement thereof of such action, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section 2.5, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is 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 in and, jointly with any other indemnifying party similarly 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, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof, and the indemnifying party will not be subject to any liability for any settlement made without its consent (which consent shall have 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 right giving by the claimant or plaintiff to participate such indemnified party of a release from all liability in and respect to such claim or litigation. An indemnifying party who is not entitled to, or elects not to, assume the defense thereof with counsel mutually satisfactory of a claim will not be obligated to pay the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the reasonably incurred fees and expenses of more than one such counsel in any single jurisdiction for all parties indemnified parties to be reimbursed by the such indemnifying party if representation with respect to such claim, unless in the reasonable judgment of any such indemnified party by the counsel retained by the indemnifying party would be inappropriate under applicable standards a conflict of professional conduct due to actual or potential conflicting interests interest may exist between such indemnified party and any other party represented by such counsel in such proceeding. Except as specified in the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s election to assume the defense pursuant to the immediately preceding sentence, such indemnifying party shall not be liable to the indemnified party under this Section 5 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of liability to the indemnified party under this Section 5 parties with respect to such actionclaim, except to the extent in which event the indemnifying party is materially prejudiced shall be obligated to pay the fees and expenses of such additional counsel or counsels as a result of not receiving such noticemay be reasonably necessary. Notwithstanding anything to the contrary set forth herein, and shall not relieve it without limiting any of the rights set forth above, in any liability that it may event any party will have the right to any indemnified party otherwise than under this Section 5 or retain, at its own expense, counsel with respect to any other action except to the extent the indemnifying party is materially prejudiced as defense of a result of not receiving such notice. No indemnifying party shall, without the written consent of the indemnified party, which consent will not be unreasonably withheld, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or 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 admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party.

Notices of Claims, Etc. Promptly after receipt by an indemnified party under this Section 5 of notice of the commencement of any action (including any governmental action)or proceeding involving a claim referred to in Section 3.3 or 3.4, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided, however, that the failure of any indemnifying indemnified party under this Section 5, deliver to give notice as provided herein shall not relieve the indemnifying party of its obligations under Section 3.3 or 3.4, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a written notice conflict of the commencement thereof interest between such indemnified and indemnifying parties is reasonably likely to exist in respect of such claim, the indemnifying party shall have the right be entitled to participate in and to assume the defense thereof thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel mutually reasonably satisfactory to the parties; providedindemnified party, however, that an indemnified party shall have the right to retain its own counsel, with the reasonably incurred fees and expenses of one such counsel for all indemnified parties to be reimbursed by after notice from the indemnifying party if representation of any to such indemnified party by the counsel retained by the indemnifying party would be inappropriate under applicable standards of professional conduct due to actual or potential conflicting interests between such indemnified party and any other party represented by such counsel in such proceeding. Except as specified in the immediately preceding sentence, after notice from an indemnifying party to an indemnified party of such indemnifying party’s its election so to assume the defense pursuant to the immediately preceding sentence, such thereof. The indemnifying party shall not be liable to the indemnified party under this Section 5 for any legal or other expenses of other counsel or any other expenses, in each case subsequently incurred by such the indemnified party, party in connection with the defense thereof of an indemnifiable action other than reasonable costs of investigation. The failure to deliver written notice to , unless in the indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof by the indemnifying party within a reasonable time of and the commencement of any such action shall not relieve such indemnified party notifies the indemnifying party of liability such indemnified party's judgment as to the indemnified party under this Section 5 with respect to such action, except to existing conflict of interest and the extent the basis therefor. No indemnifying party is materially prejudiced as a result shall be liable for any settlement of not receiving such noticeany action or proceeding effected without its written consent, and which consent shall not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5 or with respect to any other action except to the extent the indemnifying party is materially prejudiced as a result of not receiving such noticebe unreasonably withheld. No indemnifying party shall, without the written consent of the indemnified party, which consent will not be unreasonably withheld, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, or enter into any pending settlement which does not include as an unconditional term thereof the giving by the claimant or threatened action or claim plaintiff to such indemnified party of a release from all liability in respect of which indemnification such claim 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 admission of, fault, culpability or a failure to act, by or on behalf of any indemnified partylitigation.