Common use of Notices of Claims, Etc Clause in Contracts

Notices of Claims, Etc. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder; provided, however, that failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and 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 at its own expense in the defense of such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. Other than in the case of any actual or potential conflict that may arise from a single counsel representing more than one indemnified party, the indemnifying party or parties shall not be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whosoever in respect of which indemnification or contribution could be sought under this Section 5 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding 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. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder; provided, however, that but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to unless the extent it indemnifying party is not actually materially prejudiced as a result thereof thereof, and in such case, only to the extent of such prejudice, and 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 in and, to the extent that it shall wish, assume the defense of such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. Other than Notwithstanding the indemnifying party’s rights in the case immediately preceding sentence, the indemnified party shall have the right to employ its own counsel (in addition to any local counsel), and the indemnifying party shall bear the reasonable fees, costs, and expenses of any 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 conflict that may arise from a single counsel representing more than one defendants in, or targets of, any such proceeding include both the indemnified party and the indemnifying party, and the indemnified party shall have reasonably 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; (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 shall not be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whosoever in respect of which indemnification or contribution could be sought under this Section 5 Article 4 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding 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. Each Promptly after receipt by an indemnified party shall give under subsection (a) or (b) above of notice as promptly as reasonably practicable to each indemnifying party of the commencement of any action or proceeding commenced against it action, such indemnified party shall, if a claim in respect of which indemnity may thereof is to be sought hereunder; provided, however, that failure to so notify made against an indemnifying party shall not relieve under this Section 5, notify such indemnifying party from any liability hereunder in writing of the commencement thereof; but the omission so to notify the extent it is not materially prejudiced as a result thereof and in any event indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than on account of under this indemnity agreementSection 5. An In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party may participate at its own expense in of the defense of commencement thereof, such action; provided, however, that counsel to the indemnifying party shall not be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party) also , be counsel to the indemnified indemnifying party. Other than in the case of any actual or potential conflict that may arise ), and, after notice from a single counsel representing more than one indemnified party, the indemnifying party or parties to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party under this Section 5 for the fees and any legal expenses of more than one other counsel (or any other expenses, in addition to any local counsel) separate from their own counsel for all each case subsequently incurred by such indemnified parties party, in connection with any one action or separate but similar or related actions in the same jurisdiction arising out defense thereof other than reasonable costs of the same general allegations or circumstancesinvestigation. No indemnifying party shall, without the prior written consent of the indemnified partiesparty, settle effect the settlement or compromise of, or consent to the entry of any judgment with respect to to, any litigation, pending or any investigation threatened action or proceeding by any governmental agency or body, commenced or threatened, or any claim whosoever in respect of which indemnification or contribution could may be sought under this Section 5 hereunder (whether or not the indemnified parties are party is an actual or potential parties thereto), party to such action or claim) unless such settlement, compromise or consent judgment (i) includes an unconditional release of each the indemnified party from all liability arising out of such litigation, investigation, proceeding action 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. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder; provided, however, that but failure so to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity and hold harmless agreement. An indemnifying party may participate at its own expense in the defense of such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. Other than in the case of any actual or potential conflict that may arise from a single counsel representing more than one indemnified party, In no event shall the indemnifying party or parties shall not be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. Subject to Section 5(d) below, no indemnifying party shall be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent, or if there be a final judgment for the plaintiff, the indemnifying party shall indemnify and hold harmless such indemnified parties from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whosoever in respect of which indemnification or contribution could be sought under this Section 5 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding 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. Each Promptly after receipt by an indemnified party shall give under subsection (a) or (b) above of notice as promptly as reasonably practicable to each indemnifying party of the commencement of any action or proceeding commenced against it action, such indemnified party shall, if a claim in respect of which indemnity may thereof is to be sought hereunder; provided, however, that failure to so notify made against an indemnifying party shall not relieve under this Section 8, notify such indemnifying party from any liability hereunder in writing of the commencement thereof; but the omission so to notify the extent it is not materially prejudiced as a result thereof and in any event indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than on account of under this indemnity agreementSection 8. An In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party may participate at its own expense in of the defense of commencement thereof, such action; provided, however, that counsel to the indemnifying party shall not be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party) also , be counsel to the indemnified indemnifying party. Other than in the case of any actual or potential conflict that may arise ), and, after notice from a single counsel representing more than one indemnified party, the indemnifying party or parties to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party under this Section 8 for the fees and any legal expenses of more than one other counsel (or any other expenses, in addition to any local counsel) separate from their own counsel for all each case subsequently incurred by such indemnified parties party, in connection with any one action or separate but similar or related actions in the same jurisdiction arising out defense thereof other than reasonable costs of the same general allegations or circumstancesinvestigation. No indemnifying party shall, without the prior written consent of the indemnified partiesparty, settle effect the settlement or compromise of, or consent to the entry of any judgment with respect to to, any litigation, pending or any investigation threatened action or proceeding by any governmental agency or body, commenced or threatened, or any claim whosoever in respect of which indemnification or contribution could may be sought under this Section 5 hereunder (whether or not the indemnified parties are party is an actual or potential parties thereto), party to such action or claim) unless such settlement, compromise or consent judgment (i) includes an unconditional release of each the indemnified party from all liability arising out of such litigation, investigation, proceeding action 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. Each Promptly after receipt by an indemnified party shall give under subsection (a) or (b) above of notice as promptly as reasonably practicable to each indemnifying party of the commencement of any action or proceeding commenced against it action, such indemnified party shall, if a claim in respect of which indemnity may thereof is to be sought hereunder; provided, however, that failure to so notify made against an indemnifying party shall not relieve under this Section 6, notify such indemnifying party from any liability hereunder in writing of the commencement thereof; but the omission so to notify the extent it is not materially prejudiced as a result thereof and in any event indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than on account of under this indemnity agreementSection 6. An In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party may participate at its own expense in of the defense of commencement thereof, such action; provided, however, that counsel to the indemnifying party shall not be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party) also , be counsel to the indemnified indemnifying party. Other than in the case of any actual or potential conflict that may arise ), and, after notice from a single counsel representing more than one indemnified party, the indemnifying party or parties to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party under this Section 6 for the fees and any legal expenses of more than one other counsel (or any other expenses, in addition to any local counsel) separate from their own counsel for all each case subsequently incurred by such indemnified parties party, in connection with any one action or separate but similar or related actions in the same jurisdiction arising out defense thereof other than reasonable costs of the same general allegations or circumstancesinvestigation. No indemnifying party shall, without the prior written consent of the indemnified partiesparty, settle effect the settlement or compromise of, or consent to the entry of any judgment with respect to to, any litigation, pending or any investigation threatened action or proceeding by any governmental agency or body, commenced or threatened, or any claim whosoever in respect of which indemnification or contribution could may be sought under this Section 5 hereunder (whether or not the indemnified parties are party is an actual or potential parties thereto), party to such action or claim) unless such settlement, compromise or consent judgment (i) includes an unconditional release of each the indemnified party from all liability arising out of such litigation, investigation, proceeding action 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. Each Promptly after receipt by an indemnified party shall give hereunder of written notice as promptly as reasonably practicable to each indemnifying party of the commencement of any action or proceeding commenced against it with respect to which a claim for indemnification may be made pursuant to this Section 6, such indemnified party shall, if a claim in respect of which indemnity may thereof is to be sought hereunder; provided, however, that failure to so notify made against an indemnifying party shall not relieve such indemnifying party from any liability hereunder party, give written notice to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account latter of this indemnity agreement. An indemnifying party may participate at its own expense in the defense commencement of such action; provided, however, provided that counsel the failure of the indemnified party to give notice as provided herein shall not relieve the indemnifying party shall not (of its obligations under this Section 6, except with the consent of the indemnified party) also be counsel to the indemnified partyextent that the indemnifying party is actually prejudiced by such failure to give notice. Other than in the In case of any actual or potential conflict that may arise from a single counsel representing more than one such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party. 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. In any such action, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the sole expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) in the reasonable judgment of such indemnified party representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, in which case the fees and expenses of such counsel shall not be at the sole expense of the indemnifying party. It is understood that the indemnifying party shall not, in connection with any claim or action or related proceeding in the same jurisdiction, be liable for the reasonable fees and expenses of more than one counsel separate firm of attorneys (in addition to any local counsel) separate from their own counsel at any time for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the such indemnified parties, settle or compromise or consent to and that all such fees and expenses shall be reimbursed as they are incurred. In the entry case of any judgment with respect to such separate firm for the Holders as indemnified parties (“Indemnified Holders”), such firm shall be designated in writing by the Indemnified Holders that hold a majority of Registrable Securities held by all Indemnified Holders. The indemnifying party shall not be liable for any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or settlement of any claim whosoever in respect of which indemnification or contribution could be sought under this Section 5 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding 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 partyaction effected without its written consent.

Notices of Claims, Etc. Each Promptly after receipt by an indemnified party shall give of notice as promptly as reasonably practicable to each indemnifying party of the commencement of any action or proceeding commenced against it involving a claim referred to in Section 7.3 or 7.4, such indemnified party will, if a claim in respect of which indemnity may thereof is to be sought hereunder; provided, however, that failure to so notify made against an indemnifying party shall not relieve such indemnifying party from any liability hereunder party, give notice to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account latter of this indemnity agreement. An indemnifying party may participate at its own expense in the defense commencement 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 Section 7.3 or 7.4, 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 conflict of interest between such indemnified and indemnifying parties may exist that would make such separate representation advisable or the indemnified party may have defenses not available to the indemnifying party in respect of such claim, the indemnifying party shall be entitled to participate in and to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not (except be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the consent defense thereof other than reasonable costs of the indemnified party) also be counsel to the indemnified partyinvestigation. Other than in the case of any actual or potential conflict that may arise from a single counsel representing more than one indemnified party, the No indemnifying party or parties shall not be liable for the fees and expenses any settlement of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstancesproceeding effected without its written consent. No indemnifying party shall, without the prior written consent of the indemnified partiesparty, settle or compromise or consent to the entry of any judgment with respect to or enter into any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whosoever in respect of settlement which indemnification or contribution could be sought under this Section 5 (whether or does not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes include as an unconditional release of each term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability arising out in respect to such claim or litigation. The indemnification required by this Article 7 shall be made by periodic payments of such litigationthe amount thereof during the course of the investigation or defense, investigationas and when bills are received or expense, proceeding loss, damage 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 partyliability is incurred.

Notices of Claims, Etc. Each Promptly after receipt by an indemnified party shall give under subsection (a) or (b) above of notice as promptly as reasonably practicable to each indemnifying party of the commencement of any action or proceeding commenced against it action, such indemnified party shall, if a claim in respect of which indemnity may thereof is to be sought hereunder; provided, however, that failure to so notify made against an indemnifying party shall not relieve under this Section 5, notify such indemnifying party from any liability hereunder in writing of the commencement thereof; but the omission so to notify the extent it is not materially prejudiced as a result thereof and in any event indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than on account of under this indemnity agreementSection 5. An In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party may participate at its own expense in of the defense of commencement thereof, such action; provided, however, that counsel to the indemnifying party shall not be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party) also , be counsel to the indemnified indemnifying party. Other than in the case of any actual or potential conflict that may arise ), and, after notice from a single counsel representing more than one indemnified party, the indemnifying party or parties to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party under this Section 5 for the fees and any legal expenses of more than one other counsel (or any other expenses, in addition to any local counsel) separate from their own counsel for all each case subsequently incurred by such indemnified parties party, in connection with any one action or separate but similar or related actions in the same jurisdiction arising out defense thereof other than reasonable costs of the same general allegations or circumstancesinvestigation. No indemnifying party shall, without the prior written consent of the indemnified partiesparty, settle effect the settlement or compromise of, or consent to the entry of any judgment with respect to to, any litigation, pending or any investigation threatened action or proceeding by any governmental agency or body, commenced or threatened, or any claim whosoever in respect of which indemnification or contribution could may be sought under this Section 5 hereunder (whether or not the indemnified parties are party is an actual or potential parties thereto), party to such action or claim) unless such settlement, compromise or consent judgment (i) includes an unconditional release of each the indemnified party from all liability arising out of such litigation, investigation, proceeding action 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. No indemnifying party shall be required to indemnify an indemnified party for any amount paid or payable by such indemnified party in the settlement of any action, proceeding or investigation without the written consent of such indemnifying party, which consent shall not be unreasonably withheld.

Notices of Claims, Etc. Each Promptly after receipt by an indemnified party shall give under subsection (a) or (b) above of notice as promptly as reasonably practicable to each indemnifying party of the commencement of any action or proceeding commenced against it action, such indemnified party shall, if a claim in respect of which indemnity may thereof is to be sought hereunder; provided, however, that failure to so notify made against an indemnifying party shall not relieve under this Section 5, notify such indemnifying party from any liability hereunder in writing of the commencement thereof; but the omission so to notify the extent it is not materially prejudiced as a result thereof and in any event indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than on account of under this indemnity agreementSection 5. An In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party may participate at its own expense in of the defense of commencement thereof, such action; provided, however, that counsel to the indemnifying party shall not be entitled to participate therein and, to the extent that it shall elect, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (which counsel shall not, except with the consent of the indemnified party) also , be counsel to the indemnified indemnifying party. Other than in the case of any actual or potential conflict that may arise ), and, after notice from a single counsel representing more than one indemnified party, the indemnifying party or parties to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party under this Section 5 for the fees and any legal expenses of more than one other counsel (or any other expenses, in addition to any local counsel) separate from their own counsel for all each case subsequently incurred by such indemnified parties party, in connection with any one action or separate but similar or related actions in the same jurisdiction arising out defense thereof other than reasonable costs of the same general allegations or circumstancesinvestigation. No indemnifying party shall, without the prior written consent of the indemnified partiesparty, settle effect the settlement or compromise of, or consent to the entry of any judgment with respect to to, any litigation, pending or any investigation threatened action or proceeding by any governmental agency or body, commenced or threatened, or any claim whosoever in respect of which indemnification or contribution could may be sought under this Section 5 hereunder (whether or not the indemnified parties are party is an actual or potential parties thereto), party to such action or claim) unless such settlement, compromise or consent judgment (i) includes an unconditional release of each the indemnified party from all liability arising out of such litigation, investigation, proceeding action 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. Each indemnified party shall give will, promptly after the receipt of notice as promptly as reasonably practicable to each indemnifying party of the commencement of any action action, investigation, claim or other proceeding commenced against it such indemnified party in respect of which indemnity may be sought hereunder; provided, however, that failure to so notify from an indemnifying party under Section 2.9(a) or (b), notify the indemnifying party of the commencement thereof. The omission of any indemnified party so to notify the indemnifying party of any such action shall not relieve such the indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise to such indemnified party (i) other than on account pursuant to this Section 2.9 or (ii) under this Section 2.9 unless, and only to the extent that, such omission results in the indemnifying party's forfeiture of this indemnity agreementsubstantive rights or defenses. An In case any such action, claim or other proceeding shall be brought against any indemnified party and it shall notify the indemnifying party may participate of the commencement thereof, the indemnifying party shall be entitled to assume the defense thereof at its own expense, with counsel reasonably satisfactory to such indemnified party; PROVIDED, HOWEVER, that any indemnified party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or proceeding in which an indemnifying party and an indemnified party is, or is reasonably likely to become, a party, such indemnified party shall have the right to employ separate counsel at the indemnifying party's expense in the and to control its own defense of such action, claim or proceeding if, in the reasonable opinion of counsel to such indemnified party, a conflict or potential conflict exists between such indemnifying party and such indemnified party that would make separate representation advisable; providedPROVIDED, howeverHOWEVER, that counsel in no event shall any indemnifying party be required to the pay fees and expenses under this Section 2.9 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. No indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. Other than in the case liable for any settlement of any actual action or potential conflict that may arise from a single counsel representing more than one indemnified partyproceeding effected without its written consent, the indemnifying party or parties which consent shall not be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstancesunreasonably withheld. No indemnifying party shall, without the prior written consent of the indemnified partiesparty, settle or compromise or which consent shall not be unreasonably withheld, consent to the entry of any judgment with or enter into any settlement (x) 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 any such claim or litigation, or any investigation or proceeding (y) which requires action other than the payment of money by any governmental agency or body, commenced or threatened, or any claim whosoever in respect of which indemnification or contribution could be sought under this Section 5 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding 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 indemnifying party.