Common use of Conduct of Indemnification Proceeding Clause in Contracts

Conduct of Indemnification Proceeding. After receipt by any Person (an “Indemnified Party”) of any notice of the commencement of any action, suit, proceeding or investigation or threat thereof in respect of which indemnity may be sought pursuant to Section 5.01 or 5.02, such Indemnified Party shall as promptly as reasonably practicable notify the Person against whom such indemnity may be sought (the “Indemnifying Party”) in writing. Following notice of commencement of any such action given to the Indemnifying Party as above provided, the Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense of such action at its own expense, with counsel reasonably satisfactory to such Indemnified Party. In any such proceeding so assumed by the Indemnifying Party, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the 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) representation of both parties by the same counsel would be inappropriate due to actual or potential differing or conflicting interests between them. It is understood that the Indemnifying Party, in connection with any proceeding or related proceedings in the same jurisdiction, shall be liable only for the reasonable fees and expenses of one firm of attorneys (in addition to any necessary local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred upon submission of reasonably itemized invoices that comply with the Issuer’s standard billing policies for outside counsel. In the case of any such separate firm for Holders who are entitled to indemnity pursuant to Section 5.01, such firm shall be designated in writing by the Indemnified Party who had the largest number of Registrable Shares included in the Registration Statement at issue. The Indemnifying Party shall not 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 Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding.

Conduct of Indemnification Proceeding. After receipt by any Person in respect of which indemnity may be sought pursuant to Section 4.01 or 4.02 (an “Indemnified Party”) of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in respect of which indemnity may be sought pursuant to Section 5.01 or 5.02writing, such Indemnified Party shall as promptly as reasonably practicable notify the Person against whom such indemnity may be sought (the “Indemnifying Party”) in writing. Following If notice of commencement of any such action is given to the Indemnifying Party as above provided, the Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense of such action at its own expense, with counsel reasonably satisfactory to such Indemnified Party. In any such proceeding so assumed by the Indemnifying Party, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the 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) representation of both parties by the same counsel would be inappropriate due to actual or potential differing or conflicting interests between them. It is understood that the Indemnifying Party, in connection with any proceeding or related proceedings in the same jurisdiction, shall be liable only for the reasonable fees and expenses of one firm of attorneys (in addition to any necessary local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred upon submission of reasonably itemized invoices that comply with the IssuerNew DHC’s standard billing policies for outside counsel. In the case of any such separate firm for Holders who are entitled to indemnity pursuant to Section 5.014.01, such firm shall be designated in writing by the Indemnified Party who had the largest number of Registrable Shares included in the Registration Statement at issue. The Indemnifying Party shall not 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 Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding.

Conduct of Indemnification Proceeding. After receipt by In case any proceeding (including any governmental investigation) shall be instituted involving any Person (an “Indemnified Party”) of any notice of the commencement of any action, suit, proceeding or investigation or threat thereof in respect of which indemnity may be sought pursuant to Section 5.01 Sections 4(a) or 5.024(b) (an “Indemnified Party”), such Indemnified Party shall as promptly as reasonably practicable notify the Person against whom such indemnity may be sought (the “Indemnifying Party”) in writing. Following notice of commencement of any such action given to the Indemnifying Party as above provided, writing and the Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, including the employment of such action at its own expense, with counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses. In any such proceeding so assumed by the Indemnifying Partyproceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel at the expense of the Indemnifying Party or (ii) representation of both parties by the same counsel would be inappropriate due to actual or potential differing or conflicting interests between them. It is understood that the Indemnifying PartyParty shall not, in connection with any proceeding or related proceedings in the same jurisdiction, shall be liable only for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any necessary one firm of local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred upon submission of reasonably itemized invoices that comply with the Issuer’s standard billing policies for outside counselincurred. In the case of any such separate firm for Holders who are entitled to indemnity pursuant to Section 5.01the Indemnified Parties, such firm shall be designated in writing by the Indemnified Party who had the largest number of Registrable Shares Securities included in the Shelf Registration Statement at issueStatement. The Indemnifying Party shall not 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 Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding.

Conduct of Indemnification Proceeding. After receipt by If any Person action or proceeding (an “Indemnified Party”including any governmental investigation) of shall be instituted involving any notice of the commencement of any action, suit, proceeding or investigation or threat thereof person in respect of which indemnity may be sought pursuant to Section 5.01 7.5 or 5.027.6 hereof, such person (an "Indemnified Party Party") shall as promptly as reasonably practicable notify the Person person against whom such indemnity may be sought (the “an "Indemnifying Party”") in writing. Following notice of commencement of any such action given to the Indemnifying Party as above provided, writing and the Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, including the employment of such action at its own expense, with counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all expenses. In any such proceeding so assumed by the Indemnifying Party, any Such Indemnified Party shall have the right to retain its own counselemploy separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the 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) the named parties to any such action or proceeding (including any with pleaded parties) include both such Indemnified Party and the Indemnifying Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing or conflicting interests between them. It is understood that the Indemnifying PartyParty shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdictionjurisdiction arising out of the same general allegations or circumstances, shall be liable only for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any necessary local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred upon submission of reasonably itemized invoices that comply with the Issuer’s standard billing policies for outside counselincurred. In the case of any such separate firm for Holders who are entitled to indemnity pursuant to Section 5.01the Indemnified Parties, such firm shall be designated in writing by the Indemnified Party who had the largest number of Registrable Shares included in the Registration Statement at issueParties. The Indemnifying Party shall not be liable for any settlement of any such action or proceeding effected without its written consent, but if settled with 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 plaintiffplaintiff in any such action or proceeding, 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 Party, effect any settlement of any pending or threatened proceeding in respect of which with any Indemnified Party is or could have been a party and indemnity could have has been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding.

Conduct of Indemnification Proceeding. After receipt by any Person (an “Indemnified Party”) of any notice of the commencement of If any action, suit, proceeding or investigation or threat thereof proceeding (including any governmental investigation) is brought or asserted against an indemnified party in respect of which indemnity may be sought pursuant to Section 5.01 or 5.02, such Indemnified Party shall as promptly as reasonably practicable notify the Person against whom such indemnity may be sought (the “Indemnifying Party”) in writing. Following notice of commencement of any such action given to the Indemnifying Party as above providedhereunder, the Indemnifying Party indemnifying party shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, including the employment of such action at its own expense, with counsel reasonably satisfactory to such Indemnified Party. In indemnified party, to represent such indemnified party in connection with investigating, defending or preparing to defend any such proceeding so assumed by the Indemnifying Partyaction, any Indemnified Party suit, investigation or proceeding, and shall pay all reasonable and documented expenses in connection therewith. Such indemnified party shall have the right to retain employ separate counsel in any such action and either direct its own counseldefense or participate in the indemnified party's defense thereof, but the reasonable and documented fees and expenses of such counsel shall be at the expense of such Indemnified Party indemnified party, unless (i) the Indemnifying Party and the Indemnified Party shall have mutually indemnifying party has agreed to the retention of pay such counsel fees and expenses or (ii) representation the named parties to any such action, suit, investigation or proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party, and such indemnified party shall have reasonably concluded that there may be one or more legal defenses available to such indemnified party which are different from or additional to those available to the indemnifying party or (iii) the indemnifying party shall not have provided counsel to take charge of both parties by such defense, then in any of such events referred to in clause (i), (ii) or (iii), if such indemnified party notifies the same indemnifying party in writing that it elects to employ separate counsel would be inappropriate due at the expense of the indemnifying party, the indemnifying party shall not have the right to actual assume the defense of such action or potential differing or conflicting interests between them. It is understood proceeding on behalf of such indemnified party, it being understood, however, that the Indemnifying Partyindemnifying party shall not, in connection with any one such action, suit, investigation or proceeding or separate but substantially similar or related actions, suits, investigations or proceedings in the same jurisdictionjurisdiction arising out of the same general allegations or circumstances, shall be liable only for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any necessary together with appropriate local counsel) at any time for all the indemnified parties and, if such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they indemnified parties are incurred upon submission of reasonably itemized invoices that comply with the Issuer’s standard billing policies for outside counsel. In the case of any such separate firm for Holders who are entitled to indemnity pursuant to Section 5.01Holders, such firm shall be designated in writing by a majority of the Indemnified Party who had the largest number of Registrable Shares included in the Registration Statement at issueHolders. The Indemnifying Party indemnifying party shall not be liable for any settlement of any such action, suit, investigation or proceeding effected without its written consent, which consent (but such consent shall not be unreasonably withheld), but if any action, suit, investigation or proceeding is settled with such the indemnifying party's consent, or if there be a final judgment for the plaintiffplaintiff in any such action, suit, investigation or proceeding, the Indemnifying Party shall indemnifying party agrees to indemnify and hold harmless the indemnifying party and such Indemnified Parties other Person 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 The indemnifying party will not consent to entry of the Indemnified Party, effect 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 any pending or threatened proceeding a release from all liability in respect of which any Indemnified Party is such action, claim or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such proceedinglitigation.

Conduct of Indemnification Proceeding. After receipt by If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”) of any notice of the commencement of any action, suit, proceeding or investigation or threat thereof in respect of which indemnity may be sought pursuant to Section 5.01 or 5.02), such Indemnified Party promptly shall as promptly as reasonably practicable notify the Person against from whom such indemnity may be is sought (the “Indemnifying Party”“) in writing. Following notice of commencement of any such action given to the Indemnifying Party as above provided, and the Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, including the employment of such action at its own expense, with counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof provided, that the failure of any Indemnified Party to give such Indemnified Party. In any notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal, or further review) that such proceeding so assumed by failure shall have proximately and materially adversely prejudiced the Indemnifying Party, any . An Indemnified Party shall have the right to retain its own counselemploy separate counsel in any such proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be he at the expense of such Indemnified Party unless rainy unless: (i1) the Indemnifying Party has agreed in writing to pay such fees and expenses; or (2) the Indemnifying Party shall have failed promptly to assume the defense of such proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such proceeding; or (3) the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party and such Indemnified Party shall have mutually agreed been advised by counsel (which shall be reasonably acceptable to the retention Indemnifying Party) that a conflict of such counsel or (ii) representation of both parties by interest is likely to exist if the same counsel would be inappropriate due were to actual or potential differing or conflicting interests between them. It is understood that represent such Indemnified Party arid the Indemnifying indemnifying Party, in connection with any proceeding or related proceedings in which case, the same jurisdiction, indemnifying Party shall be liable only responsible for the reasonable fees and expenses of no more than one firm of attorneys (in addition to any necessary local counsel) at any time counsel for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred upon submission of reasonably itemized invoices that comply with the Issuer’s standard billing policies for outside counsel. In the case of any such separate firm for Holders who are entitled to indemnity pursuant to Section 5.01, such firm shall be designated in writing by the Indemnified Party who had the largest number of Registrable Shares included in the Registration Statement at issue. The Indemnifying Party shall not be liable for any settlement of any such proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent, withheld 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 judgmentdelayed. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any arty settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Partyparty, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out on claims that are the subject matter of such proceeding. All fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing defend such proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within ten (10) Business Days of written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder, provided, that the Indemnifying Party may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification hereunder).

Conduct of Indemnification Proceeding. After receipt by any Person in respect of which indemnity may be sought pursuant to Section 4.01 or 4.02 (an “Indemnified Party”) of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in respect of which indemnity may be sought pursuant to Section 5.01 or 5.02writing, such Indemnified Party shall as promptly as reasonably practicable notify the Person against whom such indemnity may be sought (the “Indemnifying Party”) in writing; provided, however, that the delay or failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any obligation or liability except to the extent that the Indemnifying Party has been materially prejudiced by such delay or failure. Following If notice of commencement of any such action is given to the Indemnifying Party as above provided, the Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense of such action at its own expense, with counsel reasonably satisfactory to such Indemnified Party. In any such proceeding so assumed by the Indemnifying Party, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the 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) representation of both parties by the same counsel would be inappropriate due to actual or potential differing or conflicting interests between them. It is understood that the Indemnifying Party, in connection with any proceeding or related proceedings in the same jurisdiction, shall be liable only for the reasonable fees and expenses of one firm of attorneys (in addition to any necessary local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred upon submission of reasonably itemized invoices that comply with the IssuerCorporation’s standard billing policies for outside counsel. In the case of any such separate firm for Holders who are entitled to indemnity pursuant to Section 5.014.01, such firm shall be designated in writing by the Indemnified Party who had the largest number of Registrable Shares included in the Registration Statement at issue. The Indemnifying Party shall not 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 Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding.

Conduct of Indemnification Proceeding. After receipt by In case any proceeding (including any governmental investigation) shall be instituted involving any Person (an “Indemnified Party”) of any notice of the commencement of any action, suit, proceeding or investigation or threat thereof in respect of which indemnity may be sought pursuant to Section 5.01 Sections 3.03 or 5.023.04 (an "Indemnified Party"), such Indemnified Party shall as promptly as reasonably practicable notify the Person against whom such indemnity may be sought (the “"Indemnifying Party”") in writing. Following notice of commencement of any such action given to the Indemnifying Party as above provided, writing and the Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, including the employment of such action at its own expense, with counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses. In any such proceeding so assumed by the Indemnifying Partyproceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (ia) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (iib) representation of both parties by the same counsel would be inappropriate due to actual or potential differing or conflicting interests between them. It is understood that the Indemnifying PartyParty shall not, in connection with any proceeding or related proceedings in the same jurisdiction, shall be liable only for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any necessary local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred upon submission incurred. For avoidance of reasonably itemized invoices that comply doubt, OpenTV shall not, in connection with any proceeding or related proceedings, be liable for the Issuer’s standard billing policies for outside counsel. In the case reasonable fees and expenses of any such more than one separate firm of attorneys (in addition to any local counsel) for the Holders who are entitled to indemnity pursuant to Section 5.01, such firm shall be designated and any other shareholder of the Sellers seeking indemnification in writing by the Indemnified Party who had the largest number respect of Registrable Shares included in the a Shelf Registration Statement at issuecovering Consideration Shares. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, consent which consent shall not be unreasonably withheld, delayed or conditioned, 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 Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding.

Conduct of Indemnification Proceeding. After receipt by In case any proceeding (including any governmental investigation) shall be instituted involving any Person (an “Indemnified Party”) of any notice of the commencement of any action, suit, proceeding or investigation or threat thereof in respect of which indemnity may be sought pursuant to either Section 5.01 3.1 or 5.02Section 3.2, such Indemnified Party Person, (the "indemnified party") shall as promptly as reasonably practicable notify the Person against whom such indemnity may be sought (the “Indemnifying Party”"indemnifying party") in writing; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than as provided above. Following notice of commencement of In case any such action given to proceeding is instituted against any indemnified party and it notifies the Indemnifying Party as above providedindemnifying party of the commencement thereof, the Indemnifying Party indemnifying party shall be entitled have the right to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense of such action at its own expense, with retain counsel reasonably satisfactory to such Indemnified Partyindemnified party to defend against such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding so assumed by the Indemnifying Partyproceeding, any Indemnified Party indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party indemnified party unless (i) the Indemnifying Party indemnifying party and the Indemnified Party indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing or conflicting interests between themthem or (iii) the indemnifying party has not retained counsel to defend such proceeding, notwithstanding anything to the contrary in this Section 3. It is understood that the Indemnifying Partyindemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, shall be liable only for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any necessary local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred upon submission of reasonably itemized invoices that comply with the Issuer’s standard billing policies for outside counselindemnified parties. In the case of any such separate firm for Holders who are entitled to indemnity pursuant to Section 5.01, such Such firm shall be designated in writing by the Indemnified Party who had Holders of a majority of the largest number of Registrable Shares Securities included in the such Registration Statement at issuein the case of parties indemnified pursuant to Section 3.1 and by the Company in the case of parties indemnified pursuant to Section 3.2. The Indemnifying Party All fees and expenses which an indemnified party is entitled to receive from an indemnifying party under this Section 3 shall not 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 judgmentreimbursed as they are incurred. No Indemnifying Party indemnifying party shall, without the prior written consent of the Indemnified Partyindemnified party (which shall not be unreasonably withheld or delayed), effect any settlement of any pending or threatened proceeding action in respect of which any Indemnified Party indemnified party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, indemnified party unless such settlement includes an unconditional release of such Indemnified Party indemnified party from all liability arising out on any claims that are the subject matter of such proceedingaction.

Conduct of Indemnification Proceeding. After receipt by any Any Person entitled to indemnification hereunder will (an “Indemnified Party”i) give prompt written notice to the indemnifying party of any notice of claim with respect to which it seeks indemnification (provided that the commencement failure of any actionindemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 7, suit, proceeding or investigation or threat thereof in respect of which indemnity may be sought pursuant to Section 5.01 or 5.02, such Indemnified Party shall as promptly as reasonably practicable notify the Person against whom such indemnity may be sought (the “Indemnifying Party”) in writing. Following notice of commencement of any such action given to the Indemnifying Party as above provided, the Indemnifying Party shall be entitled to participate in and, except to the extent it may wishthat the indemnifying party is prejudiced by such failure to give notice), jointly with any other Indemnifying Party similarly notified, and (ii) permit such indemnifying party to assume the defense of such action at its own expense, claim with counsel reasonably satisfactory to such Indemnified Partythe indemnified party. In any such proceeding so assumed by Notwithstanding the Indemnifying Partyforegoing, any Indemnified Party Person entitled to indemnification hereunder shall have the right to retain its own counselemploy separate counsel and to participate in the defense of such claim, but the reasonable fees and expenses of such counsel shall be at the expense of such Indemnified Party Person unless (ia) the Indemnifying Party indemnifying party has agreed in writing to pay such fees or expenses, (b) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such Person or (c) a conflict of interest may exist between such Person and the Indemnified Party shall have mutually agreed indemnifying party (as confirmed in writing by counsel to the retention of such counsel Person) or (ii) representation of both parties such Person is entitled to a defense not permitted to be used by the same indemnifying party with respect to such claims (as confirmed in writing by counsel would be inappropriate due to actual or potential differing or conflicting interests between them. It is such Person) (it being understood that the Indemnifying Party, in connection with any proceeding or related proceedings (x) in the same jurisdictioncase of each of (a), shall be liable only for (b) and (c) above, the reasonable fees and expenses of one firm such separate counsel to such Person shall be paid by the indemnifying party and (y) in the case of attorneys (c) above, if the Person notifies the indemnifying party in addition writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person). If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any necessary local counsel) at liability for any time for settlement made without its consent (but such consent will not be unreasonably withheld or delayed). No indemnifying party will be required to 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 the indemnified party of a release from all liability in respect to such Indemnified Partiesclaim or litigation. An indemnifying party who is not entitled to, and that all such or elects not to, assume the defense of a claim will not be obligated to pay the reasonable fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be reimbursed as they are incurred upon submission obligated to pay the fees and expenses of reasonably itemized invoices that comply with the Issuer’s standard billing policies for outside counsel. In the case of any such separate firm for Holders who are entitled to indemnity pursuant to Section 5.01, such firm shall be designated in writing by the Indemnified Party who had the largest number of Registrable Shares included in the Registration Statement at issueadditional counsel or counsels. The Indemnifying Party shall Company may not be liable for enter into any settlement of any proceeding effected without its written consent, which consent shall claim relating to the offer and sale of Registrable Securities that does not be unreasonably withheld, but if settled with such consent, or if there be a final judgment provide for the plaintiff, the Indemnifying Party shall indemnify complete 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 Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such proceedingPerson.

Conduct of Indemnification Proceeding. After receipt by In case any proceeding ------------------------------------- (including any governmental investigation) shall be instituted involving any Person (an “Indemnified Party”) of any notice of the commencement of any action, suit, proceeding or investigation or threat thereof in respect of which indemnity may be sought pursuant to either Section 5.01 3.1 or 5.02Section 3.2, such Indemnified Party Person (the "indemnified party") shall as promptly as reasonably practicable notify ----------------- the Person against whom such indemnity may be sought (the “Indemnifying Party”"indemnifying party") ------------------ in writing; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than as provided above. Following notice of commencement of In case any such action given to proceeding is instituted against any indemnified party and it notifies the Indemnifying Party as above providedindemnifying party of the commencement thereof, the Indemnifying Party indemnifying party shall be entitled have the right to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense of such action at its own expense, with retain counsel reasonably satisfactory to such Indemnified Partyindemnified party to defend against such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding so assumed by the Indemnifying Partyproceeding, any Indemnified Party indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party indemnified party unless (i) the Indemnifying Party indemnifying party and the Indemnified Party indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing or conflicting interests between themthem or (iii) the indemnifying party has not retained counsel to defend such proceeding within a reasonable period of time. It is understood that the Indemnifying Partyindemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, shall be liable only for the reasonable fees and expenses of more than one firm of attorneys (in addition to any necessary local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred upon submission of reasonably itemized invoices that comply with the Issuer’s standard billing policies for outside counselindemnified parties. In the case of any such separate firm for Holders who are entitled to indemnity pursuant to Section 5.01, such Such firm shall be designated in writing by the Indemnified Party who had Holders of a majority of the largest number of Registrable Shares Securities included in the such Registration Statement at issuein the case of parties indemnified pursuant to Section 3.1 and by the Company in the case of parties indemnified pursuant to Section 3.2. The Indemnifying Party All fees and expenses which an indemnified party is entitled to receive from an indemnifying party under this Section 3 shall not 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 judgmentreimbursed as they are incurred. No Indemnifying Party indemnifying party shall, without the prior written consent of the Indemnified Partyindemnified party (which shall not be unreasonably withheld or delayed), effect any settlement of any pending or threatened proceeding action in respect of which any Indemnified Party indemnified party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, indemnified party unless such settlement includes an unconditional release of such Indemnified Party indemnified party from all liability arising out on any claims that are the subject matter of such proceedingaction.

Conduct of Indemnification Proceeding. After receipt by In case any proceeding (including any governmental investigation) shall be instituted involving any Person (an “Indemnified Party”) of any notice of the commencement of any action, suit, proceeding or investigation or threat thereof in respect of which indemnity may be sought pursuant to Section 5.01 Sections 3.01 or 5.023.02 (an "Indemnified Party"), such Indemnified Party shall as promptly as reasonably practicable notify the Person against whom such indemnity may be sought (the “"Indemnifying Party”") in writing. Following notice of commencement of any such action given to the Indemnifying Party as above provided, writing and the Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, including the employment of such action at its own expense, with counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses. In any such proceeding so assumed by the Indemnifying Partyproceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the 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) representation of both parties by the same counsel would be inappropriate due to an actual or potential differing or conflicting interests conflict of interest between them. It is understood that the Indemnifying PartyParty shall not, in connection with any proceeding or related proceedings in the same jurisdiction, shall be liable only for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any necessary a single local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred upon submission of reasonably itemized invoices that comply with the Issuer’s standard billing policies for outside counsel. In the case of any such separate firm for Holders who are entitled to indemnity pursuant to Section 5.01the Indemnified Parties, such firm shall be designated in writing by the Indemnified Party who had the largest number of Registrable Shares Securities included in the Registration Statement at issuesuch registration. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, 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 Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding.

Conduct of Indemnification Proceeding. After receipt by In the event that any claim, action, suit or proceeding is conducted, brought, threatened or asserted involving any Person (an “Indemnified Party”) of any notice of the commencement of any action, suit, proceeding or investigation or threat thereof in respect of which indemnity may be sought pursuant to Section 5.01 or 5.02, such Indemnified Party shall as promptly as reasonably practicable notify this ‎‎Article 10 the Person against whom such indemnity may be sought (the “Indemnifying Party”) in writing). Following Failure to provide notice of commencement of any such action given shall not affect the Indemnifying Party’s obligations hereunder except to the extent the Indemnifying Party as above provided, the is materially prejudiced thereby. The Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense of any such action at its own expenseRegistration Proceeding and, with in connection therewith, shall retain counsel reasonably satisfactory to such the Indemnified Party, at the Indemnifying Party’s expense. In any such proceeding so assumed by Registration Proceeding, the Indemnifying Party, any Indemnified Party shall have the right to retain its own counsel, but counsel at its own expense; provided that the fees and expenses of such Indemnified Party’s counsel shall be at the expense of such Indemnified the Indemnifying Party unless if (i) the Indemnifying Party and the such 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 or conflicting interests between them. It is understood that the Indemnifying PartyParty shall not, in respect of the legal expenses of any Indemnified Party in connection with any proceeding Registration Proceeding or related proceedings Registration Proceedings in the same jurisdiction, shall be liable only for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any necessary local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred upon submission of reasonably itemized invoices that comply with the Issuer’s standard billing policies for outside counsel. In the case of any such separate firm for Holders who are entitled to indemnity pursuant to Section 5.01, such firm shall be designated in writing by the Indemnified Party who had the largest number of Registrable Shares included in the Registration Statement at issue. The Indemnifying Party shall not be liable for any settlement of any proceeding Registration Proceeding effected without its written consent, consent (which consent shall not be unreasonably withheldwithheld or delayed), but if settled with such consent, consent or if there be a final judgment for the plaintiff, the Indemnifying Party shall agrees to indemnify and hold harmless such each Indemnified Parties Party, to the extent provided in ‎Section 10.08 or ‎Section 10.09, from and against any loss or liability (to the extent stated above) all Indemnifiable Losses by reason of such settlement or judgment. No The Indemnifying Party shall, without the prior written consent of the Indemnified Party, shall not effect any settlement of any pending or threatened proceeding Registration Proceeding in respect of which any Indemnified Party is seeking indemnification hereunder without the prior written consent of such Indemnified Party (which consent shall not be unreasonably withheld or could have been a party and indemnity could have been sought hereunder delayed by any such Indemnified Party), unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out and claims that are the subject matter of such proceedingRegistration Proceeding.

Conduct of Indemnification Proceeding. After receipt by In case any proceeding (including any governmental investigation) shall be instituted involving any Person (an “Indemnified Party”) of any notice of the commencement of any action, suit, proceeding or investigation or threat thereof in respect of which indemnity may be sought pursuant to either Section 5.01 3.1 or 5.02Section 3.2, such Indemnified Party Person (the "indemnified party") shall as promptly as reasonably practicable notify the Person against whom such indemnity may be sought (the “Indemnifying Party”"indemnifying party") in writing; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than as provided above. Following notice of commencement of In case any such action given to proceeding is instituted against any indemnified party and it notifies the Indemnifying Party as above providedindemnifying party of the commencement thereof, the Indemnifying Party indemnifying party shall be entitled have the right to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense of such action at its own expense, with retain counsel reasonably satisfactory to such Indemnified Partyindemnified party to defend against such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding so assumed by the Indemnifying Partyproceeding, any Indemnified Party indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party indemnified party unless (i) the Indemnifying Party indemnifying party and the Indemnified Party indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing or conflicting interests between themthem or (iii) the indemnifying party has not retained counsel to defend such proceeding, notwithstanding anything to the contrary in this Section 3. It is understood that the Indemnifying Partyindemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, shall be liable only for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any necessary local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred upon submission of reasonably itemized invoices that comply with the Issuer’s standard billing policies for outside counselindemnified parties. In the case of any such separate firm for Holders who are entitled to indemnity pursuant to Section 5.01, such Such firm shall be designated in writing by the Indemnified Party who had Holders of a majority of the largest number of Registrable Shares Securities included in the such Registration Statement at issuein the case of parties indemnified pursuant to Section 3.1 and by the Company in the case of parties indemnified pursuant to Section 3.2. The Indemnifying Party All fees and expenses which an indemnified party is entitled to receive from an indemnifying party under this Section 3 shall not 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 judgmentreimbursed as they are incurred. No Indemnifying Party indemnifying party shall, without the prior written consent of the Indemnified Partyindemnified party (which shall not be unreasonably withheld or delayed), effect any settlement of any pending or threatened proceeding action in respect of which any Indemnified Party indemnified party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, indemnified party unless such settlement includes an unconditional release of such Indemnified Party indemnified party from all liability arising out on any claims that are the subject matter of such proceedingaction.

Conduct of Indemnification Proceeding. After Promptly after receipt by any Person (an “Indemnified Party”a Holder Indemnitee under Section 8(a) above of any notice of the commencement of any action, suit, proceeding or proceeding, investigation or threat thereof made in writing with respect to which a claim for indemnification may be made pursuant to this Section 8, such Holder Indemnitee shall, if a claim in respect thereto is to be made against the Company, give written notice to the Company of which indemnity may be sought pursuant the 13 14 threat or commencement thereof; provided, however, that the failure so to Section 5.01 or 5.02, such Indemnified Party shall as promptly as reasonably practicable notify the Person against whom Company shall not relieve it from any liability which it may have to any Holder Indemnitee except to the extent that the Company is actually prejudiced by such indemnity failure to give notice; and provided, further that the failure to notify the Company shall not relieve the Company from any liability the Company may be sought (the “Indemnifying Party”) in writinghave to any Holder Indemnitee otherwise than under this Section 8. Following notice of commencement of In case any such action given to claim, action, suit, proceeding or investigation shall be brought against any Holder Indemnitee and it shall notify the Indemnifying Party as above providedCompany of the threat or commencement thereof, the Indemnifying Party Company shall be entitled to participate in therein and, to the extent that it may shall wish, jointly with any other Indemnifying Party indemnifying party similarly notified, to assume the defense of such action at its own expensethereof, with counsel reasonably satisfactory to such Indemnified PartyHolder Indemnitee. In any such proceeding so assumed by the Indemnifying Party, any Indemnified Party Such Holder Indemnitee shall have the right to retain its own counselemploy separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party Holder Indemnitee unless (i) the Indemnifying Party and the Indemnified Party shall have mutually Company has agreed to the retention of pay such counsel fees and expenses or (ii) representation the named parties to any such action or proceeding include both such Holder Indemnitee and the Company, and such Holder Indemnitee shall have been advised by counsel that there may be one or more legal defenses available to such Holder Indemnitee which are different from or additional to those available to the Company, in which case, if such Holder Indemnitee notifies the Company in writing that it elects to employ separate counsel at the expense of both parties by the same counsel would be inappropriate due Company, the Company shall not have the right to actual assume the defense of such action or potential differing or conflicting interests between them. It is understood proceeding on behalf of such Holder Indemnitee; it being understood, however, that the Indemnifying PartyCompany shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdictionjurisdiction arising out of the same general allegations or circumstances, shall be liable only for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any necessary together with appropriate local counsel) at any time for all such Indemnified PartiesHolder Indemnitees. The Company shall not (i) without the prior written consent of the Holder Indemnitee (which consent shall not be unreasonably withheld), and that all such fees and expenses shall be reimbursed as they are incurred upon submission of reasonably itemized invoices that comply with settle or compromise or consent to the Issuer’s standard billing policies for outside counsel. In the case entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnitee is an actual or potential party to such separate firm for Holders who are entitled to indemnity pursuant to Section 5.01claim or action) unless such settlement, compromise or consent includes an unconditional release of each Holder Indemnitee from all liability arising out of such firm shall be designated in writing by the Indemnified Party who had the largest number of Registrable Shares included in the Registration Statement at issue. The Indemnifying Party shall not claim, action, suit or proceeding or (ii) be liable for any settlement of any proceeding such action effected without its written consent, consent (which consent shall not be unreasonably withheld), but if settled with such consent, the consent of the Company or if there be a final judgment for the plaintiffplaintiff in any such action, the Indemnifying Party shall Company agrees to indemnify and hold harmless such Indemnified Parties any Holder Indemnitee 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 Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding.

Conduct of Indemnification Proceeding. After receipt by In case any proceeding (including any governmental investigation) shall be instituted involving any Person (an “Indemnified Party”) of any notice of the commencement of any action, suit, proceeding or investigation or threat thereof in respect of which indemnity may be sought pursuant to Section 5.01 Sections 4.01 or 5.024.02 (an "Indemnified Party"), such Indemnified Party shall as promptly as reasonably practicable notify the Person against whom such indemnity may be sought (the “"Indemnifying Party”") in writing. Following notice of commencement of any such action given to the Indemnifying Party as above provided, writing and the Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, including the employment of such action at its own expense, with counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses. In any such proceeding so assumed by the Indemnifying Partyproceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the 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) representation of both parties by the same counsel would be inappropriate due to actual or potential differing or conflicting interests between them. It is understood that the Indemnifying Party, in connection with any proceeding or related proceedings in the same jurisdiction, shall be liable only for the reasonable fees and expenses of one firm of attorneys (in addition to any necessary local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred upon submission of reasonably itemized invoices that comply with the Issuer’s Parent's standard billing policies for outside counsel. In the case of any such separate firm for Holders Securityholders who are entitled to indemnity pursuant to Section 5.014.01, such firm shall be designated in writing by the Indemnified Party who had the largest number of Registrable Shares Securities included in the Shelf Registration Statement at issue. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, 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 Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding.

Conduct of Indemnification Proceeding. After receipt by In case any Person proceeding (an “Indemnified Party”including any governmental investigation) of shall be instituted involving any notice of the commencement of any action, suit, proceeding or investigation or threat thereof person in respect of which indemnity may be sought pursuant to either Section 5.01 3.01 or 5.02Section 3.02, such person (the "Indemnified Party Party") shall as promptly as reasonably practicable notify the Person person against whom such indemnity may be sought (the “"Indemnifying Party”") in writing. Following notice of commencement of any such action given ; but the omission so to notify the Indemnifying Party as above providedwill not relieve it from any liability that it may have to any Indemnified Party except to the extent the Indemnifying Party was prejudiced by such omission. In case any such proceeding is instituted against any Indemnified Party and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled have the right to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense of such action at its own expense, with retain counsel reasonably satisfactory to such Indemnified PartyParty to defend against such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding so assumed by the Indemnifying Partyproceeding, any Indemnified Party shall reasonably cooperate with the Indemnifying Party and shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the 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) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing or conflicting interests between themthem or (iii) the Indemnifying Party has not retained counsel to defend such proceeding. It is understood that the Indemnifying PartyParty shall not, in connection with any proceeding or related proceedings in the same jurisdiction, shall be liable only for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any necessary local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred upon submission of reasonably itemized invoices that comply with the Issuer’s standard billing policies for outside counsel. In the case of any such separate firm for Holders who are entitled to indemnity pursuant to Section 5.01, such Such firm shall be designated in writing by the Holders in the case of parties indemnified pursuant to Section 3.01 and by Parent in the case of parties indemnified pursuant to Section 3.02. All fees and expenses that an Indemnified Party who had the largest number of Registrable Shares included in the Registration Statement at issue. The is entitled to receive from an Indemnifying Party under this Article III shall not 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 judgmentreimbursed as they are incurred. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding action in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, Party unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out on any claims that are the subject matter of such proceedingaction.

Conduct of Indemnification Proceeding. After receipt by any Any Person entitled to indemnification hereunder will (an “Indemnified Party”i) give prompt written notice to the indemnifying party of any notice of claim with respect to which it seeks indemnification (provided that the commencement failure of any actionindemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 7, suit, proceeding or investigation or threat thereof in respect of which indemnity may be sought pursuant to Section 5.01 or 5.02, such Indemnified Party shall as promptly as reasonably practicable notify the Person against whom such indemnity may be sought (the “Indemnifying Party”) in writing. Following notice of commencement of any such action given to the Indemnifying Party as above provided, the Indemnifying Party shall be entitled to participate in and, except to the extent it may wishthat the indemnifying party is prejudiced by such failure to give notice), jointly with any other Indemnifying Party similarly notified, and (ii) permit such indemnifying party to assume the defense of such action at its own expense, claim with counsel reasonably satisfactory to such Indemnified Partythe indemnified party. In any such proceeding so assumed by Notwithstanding the Indemnifying Partyforegoing, any Indemnified Party Person entitled to indemnification hereunder shall have the right to retain its own counselemploy separate counsel and to participate in the defense of such claim, but the reasonable fees and expenses of such counsel shall be at the expense of such Indemnified Party Person unless (ia) the Indemnifying Party indemnifying party has agreed in writing to pay such fees or expenses, (b) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such Person or (c) a conflict of interest may exist between such Person and the Indemnified Party shall have mutually agreed indemnifying party (as confirmed in writing by counsel to the retention of such counsel Person) or (ii) representation of both parties such Person is entitled to a defense not permitted to be used by the same indemnifying party with respect to such claims (as confirmed in writing by counsel would be inappropriate due to actual or potential differing or conflicting interests between them. It is such Person) (it being understood that the Indemnifying Party, in connection with any proceeding or related proceedings (x) in the same jurisdictioncase of each of (a), shall be liable only for (b) and (c) above, the reasonable fees and expenses of one firm such separate counsel to such Person shall be paid by the indemnifying party and (y) in the case of attorneys (c) above, if the Person notifies the indemnifying party in addition writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of -16- 181 such Person). If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any necessary local counsel) at liability for any time for settlement made without its consent (but such consent will not be unreasonably withheld or delayed). No indemnifying party will be required to 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 the indemnified party of a release from all liability in respect to such Indemnified Partiesclaim or litigation. An indemnifying party who is not entitled to, and that all such or elects not to, assume the defense of a claim will not be obligated to pay the reasonable fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be reimbursed as they are incurred upon submission obligated to pay the fees and expenses of reasonably itemized invoices that comply with the Issuer’s standard billing policies for outside counsel. In the case of any such separate firm for Holders who are entitled to indemnity pursuant to Section 5.01, such firm shall be designated in writing by the Indemnified Party who had the largest number of Registrable Shares included in the Registration Statement at issueadditional counsel or counsels. The Indemnifying Party shall Company may not be liable for enter into any settlement of any proceeding effected without its written consent, which consent shall claim relating to the offer and sale of Registrable Securities that does not be unreasonably withheld, but if settled with such consent, or if there be a final judgment provide for the plaintiff, the Indemnifying Party shall indemnify complete 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 Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such proceedingPerson.

Conduct of Indemnification Proceeding. After receipt by In case any proceeding (including any governmental investigation) shall be instituted involving any Person (an “Indemnified Party”) of any notice of the commencement of any action, suit, proceeding or investigation or threat thereof in respect of which indemnity may be sought pursuant to either Section 5.01 3.1 or 5.02Section 3.2, such Indemnified Party Person (the "indemnified party") shall as promptly as reasonably practicable notify the Person against whom such indemnity may be sought (the “Indemnifying Party”"indemnifying party") in writing; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than as provided above. Following notice of commencement of In case any such action given to proceeding is instituted against any indemnified party and it notifies the Indemnifying Party as above providedindemnifying party of the commencement thereof, the Indemnifying Party indemnifying party shall be entitled have the right to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense of such action at its own expense, with retain counsel reasonably satisfactory to such Indemnified Partyindemnified party to defend against such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding so assumed by the Indemnifying Partyproceeding, any Indemnified Party indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party indemnified party unless (i) the Indemnifying Party indemnifying party and the Indemnified Party indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing or conflicting interests between themthem or (iii) the indemnifying party has not retained counsel to defend such proceeding, notwithstanding anything to the contrary in this Section 3. It is understood that the Indemnifying Partyindemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, shall be liable only for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any necessary local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred upon submission of reasonably itemized invoices that comply with the Issuer’s standard billing policies for outside counselindemnified parties. In the case of any such separate firm for Holders who are entitled to indemnity pursuant to Section 5.01, such Such firm shall be designated in writing by the Indemnified Party who had Holders of a majority of the largest number of Registrable Shares Securities included in the such Registration Statement at issuein the case of parties indemnified pursuant to Section 3.1 and by the Company in the case of parties indemnified pursuant to Section 3.2. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consentAll fees and expenses, which consent an indemnified party is entitled to receive from an indemnifying party under this Section 3, 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 judgmentreimbursed as they are incurred. No Indemnifying Party indemnifying party shall, without the prior written consent of the Indemnified Partyindemnified party (which shall not be unreasonably withheld or delayed), effect any settlement of any pending or threatened proceeding action in respect of which any Indemnified Party indemnified party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, indemnified party unless such settlement includes an unconditional release of such Indemnified Party indemnified party from all liability arising out on any claims that are the subject matter of such proceedingaction.

Conduct of Indemnification Proceeding. After receipt by In case any proceeding (including any governmental investigation) shall be instituted involving any Person (an “Indemnified Party”) of any notice of the commencement of any action, suit, proceeding or investigation or threat thereof in respect of which indemnity may be sought pursuant to Section 5.01 Sections 2.04 or 5.022.05 (an “Indemnified Party”), such Indemnified Party shall as promptly as reasonably practicable notify the Person against whom such indemnity may be sought (the “Indemnifying Party”) in writing. Following notice of commencement of any such action given to the Indemnifying Party as above provided, writing and the Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, including the employment of such action at its own expense, with counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses. In any such proceeding so assumed by the Indemnifying Partyproceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the 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) representation of both parties by the same counsel would be inappropriate due to actual or potential differing or conflicting interests between them. It is understood that the Indemnifying PartyParty shall not, in connection with any proceeding or related proceedings in the same jurisdiction, shall be liable only for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any necessary local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred upon submission of reasonably itemized invoices that comply with the Issuer’s standard billing policies for outside counselincurred. In the case of any such separate firm for Holders who are entitled to indemnity pursuant to Section 5.01the Indemnified Parties, such firm shall be designated in writing by the Indemnified Party who had the largest number of Registrable Shares included in the Registration Statement at issuesuch registration. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, 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 Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such proceedingproceeding and does not include any statement of admission of fault, culpability or failure to act by or on behalf of such Indemnified Party.

Conduct of Indemnification Proceeding. After Promptly after receipt by any Person (an “Indemnified Party”a Holder Indemnitee under Section 7(a) above of any notice of the commencement of any action, suit, proceeding or proceeding, investigation or threat thereof made in writing with respect to which a claim for indemnification may be made pursuant to this Section 7, such Holder Indemnitee shall, if a claim in respect thereto is to be made against the Company, give written notice to the Company of which indemnity may be sought pursuant the threat or commencement thereof; provided that the failure so to Section 5.01 or 5.02, such Indemnified Party shall as promptly as reasonably practicable notify the Person against whom Company shall not relieve it from any liability which it may have to any Holder Indemnitee except to the extent that the Company is actually prejudiced by such indemnity failure to give notice; and provided, further that the failure to notify the Company shall not relieve it from any liability the Company may be sought (the “Indemnifying Party”) in writinghave to an Holder Indemnitee otherwise than under this Section 7. Following notice of commencement of In case any such action given to claim, action, suit, proceeding or investigation shall be brought against any Holder Indemnitee and it shall notify the Indemnifying Party as above providedCompany of the threat or commencement thereof, the Indemnifying Party Company shall be entitled to participate in therein and, to the extent that it may shall wish, jointly with any other Indemnifying Party indemnifying party similarly notified, to assume the defense of such action at its own expensethereof, with counsel reasonably satisfactory to such Indemnified PartyHolder Indemnitee. In any such proceeding so assumed by the Indemnifying Party, any Indemnified Party Such Holder Indemnitee shall have the right to retain its own counselemploy separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party Holder Indemnitee unless (i) the Indemnifying Party and the Indemnified Party shall have mutually Company has agreed to the retention of pay such counsel fees and expenses or (ii) representation the named parties to any such action or proceeding include both such Holder Indemnitee and the Company, and such Holder Indemnitee shall have been advised by counsel that there may be one or more legal defenses available to such Holder Indemnitee which are different from or additional to those available to the Company, in which case, if such Holder Indemnitee notifies the Company in writing that it elects to employ separate counsel at the expense of both parties by the same counsel would be inappropriate due Company, the Company shall not have the right to actual assume the defense of such action or potential differing or conflicting interests between them. It is understood proceeding on behalf of such Holder Indemnitee; it being understood, however, that the Indemnifying PartyCompany shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdictionjurisdiction arising out of the same general allegations or circumstances, shall be liable only for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any necessary together with appropriate local counsel) at any time for all such Indemnified PartiesHolder Indemnitees. The Company shall not (i) without the prior written consent of the Holder Indemnitee (which consent shall not be unreasonably withheld), and that all such fees and expenses shall be reimbursed as they are incurred upon submission of reasonably itemized invoices that comply with settle or compromise or consent to the Issuer’s standard billing policies for outside counsel. In the case entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnitee is an actual or potential party to such separate firm for Holders who are entitled to indemnity pursuant to Section 5.01claim or action) unless such settlement, compromise or consent includes an unconditional release of each Holder Indemnitee from all liability arising out of such firm shall be designated in writing by the Indemnified Party who had the largest number of Registrable Shares included in the Registration Statement at issue. The Indemnifying Party shall not claim, action, suit or proceeding or (ii) be liable for any settlement of any proceeding such action effected without its written consent, consent (which consent shall not be unreasonably withheld), but if settled with such consent, the consent of the Company or if there be a final judgment for of the plaintiffplaintiff in any such action, the Indemnifying Party shall Company agrees to indemnify and hold harmless such Indemnified Parties any Holder Indemnitee 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 Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding.

Conduct of Indemnification Proceeding. After receipt by In case any proceeding (including any governmental investigation) shall be instituted involving any Person (an “Indemnified Party”) of any notice of the commencement of any action, suit, proceeding or investigation or threat thereof in respect of which indemnity may be sought pursuant to Section 5.01 Sections 2.05 or 5.022.06 (an "Indemnified Party"), such Indemnified Party shall as promptly as reasonably practicable notify the Person against whom such indemnity may be sought (the “"Indemnifying Party”") in writing. Following notice of commencement of any such action given to the Indemnifying Party as above provided, writing and the Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, including the employment of such action at its own expense, with counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses. In any such proceeding so assumed by the Indemnifying Partyproceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the 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) representation of both parties by the same counsel would be inappropriate due to actual or potential differing or conflicting interests between them. It is understood that the Indemnifying PartyParty shall not, in connection with any proceeding or related proceedings in the same jurisdiction, shall be liable only for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any necessary local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred upon submission of reasonably itemized invoices that comply with the Issuer’s standard billing policies for outside counselincurred. In the case of any such separate firm for Holders who are entitled to indemnity pursuant to Section 5.01the Indemnified Parties, such firm shall be designated in writing by the Indemnified Party who had the largest number of Registrable Shares Securities included in the Registration Statement at issuesuch registration. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, 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 Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding.