Common use of Conduct of Indemnification Proceedings Clause in Contracts

Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 2.8 or 2.9, such person (an “Indemnified Party”) shall promptly notify the person against whom such indemnity may be sought (an “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, that the failure of any Indemnified Party to give such notice will not relieve such Indemnifying Party of any obligations under Section 2.8 or 2.9, except to the extent such Indemnifying Party is materially prejudiced by such failure. In any such proceeding, 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 the Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Party. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the Company. 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, which consent shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Party.

Conduct of Indemnification Proceedings. In case If any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 or 2.9this Article 5, such person Person (an “Indemnified Party”) shall promptly notify the person Person against whom such indemnity may be sought (an the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, provided that the failure of any Indemnified Party so to give such notice will notify the Indemnifying Party shall not relieve such the Indemnifying Party of any its obligations under Section 2.8 or 2.9, hereunder except to the extent such that the Indemnifying Party is materially prejudiced by such failurefailure to notify. In any such proceeding, 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) in the reasonable judgment of such Indemnified Party representation of the Indemnified Party both parties by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall notthat, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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 Without the prior written consent of the Indemnified Party, which consent no Indemnifying Party shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Partyproceeding.

Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 4.01 or 2.9Section 4.02, such person Person (an “the "Indemnified Party”") shall promptly notify the person Person against whom such indemnity may be sought (an “the "Indemnifying Party”") in writing and the Indemnifying Party Party, upon the request of the Indemnified Party, shall assume the defense thereof, including the employment of retain counsel reasonably satisfactory to such Indemnified Party, Party to represent such Indemnified Party and any others the Indemnifying Party may designate in such proceeding and shall assume pay the payment of all fees and expenses; provided, however, that the failure disbursements of any Indemnified Party such counsel related to give such notice will not relieve such Indemnifying Party of any obligations under Section 2.8 or 2.9, except to the extent such Indemnifying Party is materially prejudiced by such failureproceeding. In any such proceeding, 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 the named parties to any such proceeding (including any impleaded parties) include both the Indemnified Party by the counsel retained by and the Indemnifying Party and, in the written opinion of counsel for the Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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 consentconsent (not to be unreasonably 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 judgment. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Party.

Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 6(a), 6(b) or 2.96(c) hereof, such person Person (an the “Indemnified Party”) shall promptly notify the person Person against whom such indemnity may be sought (an the “Indemnifying Party”) in writing and the Indemnifying Party Party, upon request of the Indemnified Party, shall assume the defense thereof, including the employment of retain counsel reasonably satisfactory to such the Indemnified Party, Party and shall assume pay the payment of all reasonable fees and expenses; provided, however, that the failure disbursements of any Indemnified Party such counsel related to give such notice will not relieve such Indemnifying Party of any obligations under Section 2.8 or 2.9, except to the extent such Indemnifying Party is materially prejudiced by such failureproceeding. In any such proceeding, 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 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 retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between them, other than solely by virtue of the Indemnified rights and obligations of the Indemnifying Party and the Indemnified PartyParty under this Section 6. It is understood that the Indemnifying Party shall not, in respect of the legal expenses of any Indemnified Party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such Such firm shall be designated in writing by (i) by, in the case of Persons parties indemnified pursuant to Section 2.8 hereof6(a), the Selling Holders which owned of a majority of the Registrable Securities sold under covered by the applicable registration statement and (iiRegistration Statement held by Holders that are indemnified parties pursuant to Section 6(a) and, in the case of Persons parties indemnified pursuant to Section 2.96(b) or Section 6(c), the CompanyTrustee. 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, consent or if there be a final final, non-appealable judgment for the plaintiff, the Indemnifying Party shall agrees to indemnify and hold harmless such the Indemnified Parties Party from and against any loss or liability (to the extent stated above) Expenses by reason of such settlement or judgment. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, 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 on claims that are the subject matter of such proceeding without any admission of liability by such Indemnified Partyproceeding.

Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 2.8 2.5 or 2.92.6, such person (an “Indemnified Party”) shall promptly notify the person against whom such indemnity may be sought (an “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, that the failure of any Indemnified Party to give such notice will not relieve such Indemnifying Indemnified Party of any obligations under Section 2.8 2.5 or 2.92.6, except to the extent such Indemnifying Indemnified Party is materially prejudiced by such failure. In any such proceeding, 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 the Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Party. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 2.5 hereof, the Selling Holders which that owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.92.6, the Company. 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, which consent shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Partyproceeding.

Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 2.7 or 2.9Section 2.8, such person (an “Indemnified Party”) shall promptly notify the person against whom such indemnity may be sought (an “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, that the failure of any Indemnified Party to give such notice will not relieve such Indemnifying Party of any obligations under Section 2.8 or 2.9, except to the extent such Indemnifying Party is materially prejudiced by such failure. In any such proceeding, 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 the named parties to any such proceeding (including any impleaded parties) include both the Indemnified Party by the counsel retained by and the Indemnifying Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them and, in all such cases, the Indemnified Indemnifying Party shall only be responsible for the reasonable fees and the Indemnified Partyexpenses of such counsel. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified PartiesParties not having actual or potential differing interests among them, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 2.7 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.92.8, the Company. 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 Loss (to the extent stated above) by reason of resulting from such settlement or judgment. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, 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 without any and does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of liability by such the Indemnified Party.

Conduct of Indemnification Proceedings. In case If any proceeding (including any investigation by any governmental investigationauthority) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 2.05 or 2.9Section 2.06, such person Person (an “Indemnified Party”) shall promptly notify the person Person against whom such indemnity may be sought (an the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all reasonable fees and expensesexpenses in connection therewith; provided, however, provided that the failure of any Indemnified Party to give such notice will so notify the Indemnifying Party shall not relieve such the Indemnifying Party of any its obligations under Section 2.8 or 2.9, hereunder except to the extent such that the Indemnifying Party is materially prejudiced by such failurefailure to notify. In any such proceeding, 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 counsel; (ii) in the reasonable judgment of such Indemnified Party, representation of the Indemnified Party both parties by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between them; or (iii) the Indemnified Party and shall have reasonably concluded (based on the Indemnified advice of counsel) that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Party. It is understood that the Indemnifying Party shall notthat, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredpromptly after receipt of an invoice setting forth such fees and expenses in reasonable detail. In the case of any such separate firm for the any Indemnified PartiesParty, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Party. 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 is a final judgment for the plaintiff, the Indemnifying Party shall indemnify and hold harmless such each Indemnified Parties Party from and against any loss or liability Damages (to the extent stated aboveobligated herein) by reason of such settlement or judgment. No Indemnifying Party shall, without Without the prior written consent of the an Indemnified Party, which consent no Indemnifying Party shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Partyproceeding.

Conduct of Indemnification Proceedings. In case If any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 or 2.9this Article 5, such person Person (an “Indemnified Party”) shall promptly notify the person Person against whom such indemnity may be sought (an the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, provided that the failure of any Indemnified Party so to give such notice will notify the Indemnifying Party shall not relieve such the Indemnifying Party of any its obligations under Section 2.8 or 2.9, hereunder except to the extent such that the Indemnifying Party is materially prejudiced by such failurefailure to notify. In any such proceeding, 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) in the reasonable judgment of such Indemnified Party representation of the Indemnified Party both parties by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall notthat, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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 Damages (to the extent stated above) by reason of such settlement or judgment. No Indemnifying Party shall, without Without the prior written consent of the Indemnified Party, which consent no Indemnifying Party shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Partyproceeding.

Conduct of Indemnification Proceedings. In case If any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 or 2.9this Article 3, such person Person (an “Indemnified Party”) shall promptly notify the person Person against whom such indemnity may be sought (an the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, provided that the failure of any Indemnified Party so to give such notice will notify the Indemnifying Party shall not relieve such the Indemnifying Party of any its obligations under Section 2.8 or 2.9, hereunder except to the extent such that the Indemnifying Party is materially prejudiced by such failurefailure to notify. In any such proceeding, 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) in the reasonable judgment of such Indemnified Party representation of the Indemnified Party both parties by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall notthat, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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 Without the prior written consent of the Indemnified Party, which consent no Indemnifying Party shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Partyproceeding.

Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 or 2.9this Article 5, such person Person (an “"Indemnified Party”") shall promptly notify the person Person against whom such indemnity may be sought (an “the "Indemnifying Party”") in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, provided that the failure of any Indemnified Party so to give such notice will notify the Indemnifying Party shall not relieve such the Indemnifying Party of any its obligations under Section 2.8 or 2.9, hereunder except to the extent such that the Indemnifying Party is materially prejudiced by such failurefailure to notify. In any such proceeding, 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) in the reasonable judgment of such Indemnified Party representation of the Indemnified Party both parties by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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 and all losses, claims, damages, liabilities and expenses 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, which consent shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Partyproceeding.

Conduct of Indemnification Proceedings. In case If any proceeding (including any governmental investigation) Person shall be instituted involving any person in respect of which indemnity may be sought pursuant become entitled to Section 2.8 or 2.9, such person indemnification hereunder (an “Indemnified Party”) ), it shall promptly notify give prompt notice to the person against whom party from which such indemnity may be indemnification is sought (an the “Indemnifying Party”) in writing and of any claim or of the Indemnifying Party shall assume the defense thereof, including the employment commencement of counsel reasonably satisfactory any action or proceeding with respect to which such Indemnified Party, and shall assume the payment of all fees and expensesParty seeks indemnification or contribution pursuant hereto; provided, however, that the failure of any Indemnified to so notify the Indemnifying Party to give such notice will shall not relieve such the Indemnifying Party of from any obligations under Section 2.8 obligation or 2.9, liability except to the extent that such Indemnifying Party is has been prejudiced materially prejudiced by such failure. All reasonable fees and expenses (including any reasonable fees and expenses incurred in connection with investigating or preparing to defend such action or proceeding) shall be paid to the Indemnified Party (provided appropriate documentation for such expenses is also submitted with such notice), as incurred, within five (5) calendar 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). The Indemnifying Party shall not consent to entry of any judgment or enter into any settlement or otherwise seek to terminate any action or proceeding in which any Indemnified Party is or could be a party and as to which indemnification or contribution could be sought by such Indemnified Party under this Section 7, unless such judgment, settlement or other termination includes as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release, in form and substance reasonably satisfactory to the Indemnified Party, from all liability in respect of such claim or litigation for which such Indemnified Party would be entitled to indemnification hereunder. In the case of parties indemnified pursuant to Section 7(a) above, counsel to the Indemnified Parties shall be selected by the Holder or Holders which are the Indemnified Party and, in the case of parties indemnified pursuant to Section 7(b) above, counsel to the Indemnified Parties shall be selected by the Company. Notwithstanding the foregoing sentence, in case any such action is brought against any Indemnified Party, and such Indemnified Party notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate therein and, to the extent it may wish and if the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party pursuant to Section 7(a) or 7(b), as applicable, jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party. Notwithstanding the election of the Indemnifying Party to assume the defense of such litigation or proceeding, any such Indemnified Party shall have the right to retain its own counselemploy separate counsel and to participate in the defense of such litigation or proceeding, but and the fees Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel and shall be pay such fees, costs and expenses at the expense of least quarterly (provided that with respect to any single litigation or proceeding or with respect to several litigations or proceedings involving substantially similar legal claims, 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 the Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Party. It is understood that the Indemnifying Party shall notnot be required to bear the fees, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees costs and expenses of more than one separate firm of attorneys (in addition to any local such counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by if (i) in the case reasonable judgment of Persons indemnified pursuant such Indemnified Party the use of counsel chosen by such Indemnifying Party to Section 2.8 hereofrepresent such Indemnified Party would present such counsel with a conflict of interest, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) the defendants in, or targets of, any such litigation or proceeding include both an Indemnifying Party and an Indemnified Party, and such Indemnified Party shall have reasonably concluded that there may be legal defenses available to it or to other Indemnified Parties which are different from or additional to those available to such Indemnifying Party (in the which case of Persons indemnified pursuant to Section 2.9, the Company. The such 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 have the plaintiff, right to direct 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 defense of such settlement or judgment. No Indemnifying Party shall, without the prior written consent action on behalf of the Indemnified Party), which consent (iii) such Indemnifying Party shall not be unreasonably withheldhave employed counsel satisfactory to such Indemnifying Party, effect any settlement in the exercise 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’s reasonable judgment, unless such settlement includes an unconditional release of to represent such Indemnified Party from all liability arising out within a reasonable time after notice of the institution of such litigation or proceeding without or (iv) any admission of liability by Indemnifying Party shall authorize in writing such Indemnified Party to employ separate counsel at the expense of such Indemnifying Party.

Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to this Section 2.8 or 2.93.07, such person Person (an “"Indemnified Party”") shall promptly notify the person Person against whom such indemnity may be sought (an “the "Indemnifying Party”") in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, provided that the failure of any Indemnified Party so to give such notice will notify the Indemnifying Party shall not relieve such the Indemnifying Party of any its obligations under Section 2.8 or 2.9, hereunder except to the extent such that the Indemnifying Party is materially prejudiced by such failurefailure to notify. In any such proceeding, 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) in the reasonable judgment of such Indemnified Party representation of the Indemnified Party both parties by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) the Indemnified Party that had the largest number of Registrable Common Shares included in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the Companysuch registration. 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, which consent shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Partyproceeding.

Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 6(f) or 2.96(g), such person Person (an the “Indemnified Party”) shall promptly notify the person Person against whom such indemnity Indemnity may be sought (an the “Indemnifying Party”) in writing and the Indemnifying Party Party, upon the request of the Indemnified Party, shall assume the defense thereof, including the employment of retain counsel reasonably satisfactory to such Indemnified Party, Party to represent such Indemnified Party and any others the Indemnifying Party may designate in such proceeding and shall assume pay the payment of all fees and expenses; provided, however, that the failure disbursements of any Indemnified Party such counsel related to give such notice will not relieve such Indemnifying Party of any obligations under Section 2.8 or 2.9, except to the extent such Indemnifying Party is materially prejudiced by such failureproceeding. In any such proceeding, 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 the named parties to any such proceeding (including any impleaded parties) include both the Indemnified Party by the counsel retained by and the Indemnifying Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one two separate firm firms of attorneys (in addition to any local counsellegal counsel to such Indemnifying Party) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. The Indemnifying Party Parties 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 by 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, which consent shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Party.

Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 2.8 or 2.9this Article 5, such person (an “"Indemnified Party”") shall promptly notify the person against whom such indemnity may be sought (an “the "Indemnifying Party”") in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, provided that the failure of any Indemnified Party so to give such notice will notify the Indemnifying Party shall not relieve such the Indemnifying Party of any its obligations under Section 2.8 or 2.9, hereunder except to the extent such that the Indemnifying Party is materially prejudiced by such failurefailure to notify. In any such proceeding, 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) in the reasonable judgment of such Indemnified Party representation of the Indemnified Party both parties by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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, which consent shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Partyproceeding.

Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 2.8 2.4 or 2.92.5, such person (an “Indemnified Party”) shall promptly notify the person against whom such indemnity may be sought (an “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, that the failure of any Indemnified Party to give such notice will not relieve such Indemnifying Party of any obligations under this Section 2.8 or 2.92, except to the extent such Indemnifying Party is materially prejudiced by such failure. In any such proceeding, 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 the Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Party. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 2.4 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.92.5, the Company. 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, which consent shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Party.

Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 2.8 2.7 or 2.92.8, such person (an “"Indemnified Party”") shall promptly notify the person against whom such indemnity may be sought (an “"Indemnifying Party”") in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, that the failure of any Indemnified Party to give such notice will not relieve such Indemnifying Party of any obligations under Section 2.8 or 2.9, except to the extent such Indemnifying Party is materially prejudiced by such failure. In any such proceeding, 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 the named parties to any such proceeding (including any impleaded parties) include both the Indemnified Party by the counsel retained by and the Indemnifying Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 2.7 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.92.8, the Company. 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. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse the Indemnified Party for fees and expenses of counsel as contemplated by the third sentence of this paragraph, the Indemnifying Party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 Business Days after receipt by such Indemnifying Party of the aforesaid request and (ii) such Indemnifying Party shall not have reimbursed the Indemnified Party in accordance with such request prior to the date of such settlement. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, 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 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 without any admission of liability by such Indemnified Partyproceeding.

Conduct of Indemnification Proceedings. In case If any proceeding (including any investigation by any governmental investigationauthority) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 2.06 or 2.92.07, such person Person (an “Indemnified Party”) shall promptly notify the person Person against whom such indemnity may be sought (an the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all reasonable fees and expenses; provided, however, provided that the failure of any Indemnified Party so to give such notice will notify the Indemnifying Party shall not relieve such the Indemnifying Party of any its obligations under Section 2.8 or 2.9, hereunder except to the extent such that the Indemnifying Party is materially prejudiced by such failurefailure to notify. In any such proceeding, 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) in the reasonable judgment of such Indemnified Party, representation of the Indemnified Party both parties by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall notthat, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredpromptly after receipt of an invoice setting forth such fees and expenses in reasonable detail. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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 each Indemnified Parties Party from and against any loss or liability Damages (to the extent stated aboveobligated herein) by reason of such settlement or judgment. No Indemnifying Party shall, without Without the prior written consent of the each affected Indemnified Party, which consent no Indemnifying Party shall not be unreasonably withheld, effect any settlement of any pending or threatened proceeding in respect of which any such 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 without any admission of liability by such Indemnified Partyproceeding.

Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 or 2.9this Article 5, such person Person (an “"Indemnified Party”") shall promptly notify the person Person against whom such indemnity may be sought (an “the "Indemnifying Party”") in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, provided that the failure of any Indemnified Party so to give such notice will notify the Indemnifying Party shall not relieve such the Indemnifying Party of any its obligations under Section 2.8 or 2.9, hereunder except to the extent such that the Indemnifying Party is materially and actually prejudiced by such failurefailure to notify. In any such proceeding, 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) in the reasonable judgment of such Indemnified Party representation of the Indemnified Party both parties by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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 and all losses, claims, damages, liabilities and expenses 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, which consent shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Partyproceeding.

Conduct of Indemnification Proceedings. In case If any proceeding (including any governmental investigation) shall be instituted involving brought or asserted against any person Person in respect of which indemnity may be sought pursuant to Section 2.8 3.01 or 2.9, 3.02 such person Person (an “Indemnified Party”) shall promptly notify the person Person against whom such indemnity may be sought (an the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all reasonable and documented fees and expenses; provided, however, provided that the failure of any Indemnified Party so to give such notice will notify the Indemnifying Party shall not relieve such the Indemnifying Party of any its obligations under Section 2.8 or 2.9, hereunder except to the extent such that the Indemnifying Party is materially prejudiced by such failurefailure to notify. In any such proceeding, 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) in the reasonable judgment of such Indemnified Party representation of the Indemnified Party both parties by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between them, including one or more defenses or counterclaims that are different from or in addition to those available to the Indemnified Party and the Indemnified Indemnifying Party. It is understood that the Indemnifying Party shall notthat, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable and documented fees and expenses of more than one separate firm of attorneys (in addition to any one local counselcounsel per jurisdiction) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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 Without the prior written consent of the Indemnified Party, which consent no Indemnifying Party shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Partyproceeding.

Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 2.8 2.4 or 2.92.5, such person (an “Indemnified Party”) shall promptly notify the person against whom such indemnity may be sought (an “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, that the failure of any Indemnified Party to give such notice will not relieve such Indemnifying Party of any obligations under Section 2.8 or 2.9this Article II, except to the extent such Indemnifying Party is materially prejudiced by such failure. In any such proceeding, 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 the named parties to any such proceeding (including any impleaded parties) include both the Indemnified Party by the counsel retained by and the Indemnifying Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 2.4 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.92.5, the CompanyAshford Prime. 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. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse the Indemnified Party for fees and expenses of counsel as contemplated by the third sentence of this paragraph, the Indemnifying Party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than thirty (30) Business Days after receipt by such Indemnifying Party of the aforesaid request and (ii) such Indemnifying Party shall not have reimbursed the Indemnified Party in accordance with such request prior to the date of such settlement. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Partyproceeding.

Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 4.1 or 2.9Section 4.2, such person Person (an “the "Indemnified Party”") shall promptly notify the person Person against whom such indemnity may be sought (an “the "Indemnifying Party”") in writing and the Indemnifying Party Party, upon the request of the Indemnified Party, shall assume the defense thereof, including the employment of retain counsel reasonably satisfactory to such Indemnified Party, Party to represent such Indemnified Party and any others the Indemnifying Party may designate in such proceeding and shall assume pay the payment of all fees and expenses; provided, however, that the failure disbursements of any Indemnified Party such counsel related to give such notice will not relieve such Indemnifying Party of any obligations under Section 2.8 or 2.9, except to the extent such Indemnifying Party is materially prejudiced by such failureproceeding. In any such proceeding, 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 the named parties to any such proceeding (including any impleaded parties) include both the Indemnified Party by the counsel retained by and the Indemnifying Party and, in the written opinion of counsel for the Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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 consentconsent (not to be unreasonably 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 judgment. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Party.

Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section Sections 2.8 or 2.9, such person Person (an “Indemnified Party”) shall promptly notify the person Person against whom such indemnity may be sought (an “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, provided that the failure of any Indemnified Party to give such notice will not relieve such Indemnifying Party of any its obligations under Section Sections 2.8 or 2.9, as applicable, except to the extent such Indemnifying Party is materially prejudiced by such failure. In any such proceeding, 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 the named parties to any such proceeding (including any impleaded parties) include both the Indemnified Party by the counsel retained by and the Indemnifying Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified PartiesParties relating to the same class of Common Stock, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified PartiesParties relating to the same class of Common Stock, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof2.8, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the Company. 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, Party (which consent shall not be unreasonably withheld, conditioned or delayed), 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 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 without any admission of liability by such Indemnified Party.

Conduct of Indemnification Proceedings. In case If any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 or 2.9this Agreement, such person Person (an “Indemnified Party”) shall promptly notify the person Person against whom such indemnity may be sought (an the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, provided that the failure of any Indemnified Party so to give such notice will notify the Indemnifying Party shall not relieve such the Indemnifying Party of any its obligations under Section 2.8 or 2.9, hereunder except to the extent such that the Indemnifying Party is materially prejudiced by such failurefailure to notify. In any such proceeding, 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) in the reasonable judgment of such Indemnified Party representation of the Indemnified Party both parties by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall notthat, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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 Damages (to the extent stated above) by reason of such settlement or judgment. No Indemnifying Party shall, without Without the prior written consent of the Indemnified Party, which consent no Indemnifying Party shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Partyproceeding.

Conduct of Indemnification Proceedings. In case If any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 or 2.9this Article 2, such person Person (an “Indemnified Party”) shall promptly notify the person Person against whom such indemnity may be sought (an the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, provided that the failure of any Indemnified Party so to give such notice will notify the Indemnifying Party shall not relieve such the Indemnifying Party of any its obligations under Section 2.8 or 2.9, hereunder except to the extent such that the Indemnifying Party is materially prejudiced by such failurefailure to notify. In any such proceeding, 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) in the reasonable judgment of such Indemnified Party representation of the Indemnified Party both parties by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall notthat, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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 Without the prior written consent of the Indemnified Party, which consent no Indemnifying Party shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Partyproceeding.

Conduct of Indemnification Proceedings. In case If any proceeding (including any investigation by any governmental investigationauthority) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to this Section 2.8 or 2.92.6, such person Person (an “Indemnified Party”) shall promptly notify the person Person against whom such indemnity may be sought (an the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all reasonable fees and expenses; provided, however, provided that the failure of any Indemnified Party to give such notice will notify the Indemnifying Party shall not relieve such the Indemnifying Party of any its obligations under Section 2.8 or 2.9, hereunder except to the extent such that the Indemnifying Party is materially prejudiced by such failurefailure to notify. In any such proceeding, 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) in the reasonable judgment of such Indemnified Party, representation of the Indemnified Party both parties by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case promptly after receipt of any an invoice setting forth such separate firm for the Indemnified Parties, such firm shall be designated fees and expenses in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the Companyreasonable detail. 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 is a final judgment for the plaintiff, the Indemnifying Party shall indemnify and hold harmless such each Indemnified Parties Party from and against any loss or liability Damages (to the extent stated aboveobligated herein) by reason of such settlement or judgment. No Indemnifying Party shall, without Without the prior written consent of the each affected Indemnified Party, which consent no Indemnifying Party shall not be unreasonably withheld, effect any settlement of any pending or threatened proceeding in respect of which any such 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 without any admission of liability by such Indemnified Partyproceeding.

Conduct of Indemnification Proceedings. In case If any proceeding (including any governmental investigation) shall be instituted involving brought or asserted against any person Person in respect of which indemnity may be sought pursuant to Section 2.8 or 2.9this Article 3, such person Person (an “Indemnified Party”) shall promptly notify the person Person against whom such indemnity may be sought (an the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, provided that the failure of any Indemnified Party so to give such notice will notify the Indemnifying Party shall not relieve such the Indemnifying Party of any its obligations under Section 2.8 or 2.9, hereunder except to the extent such that the Indemnifying Party is materially prejudiced by such failurefailure to notify. In any such proceeding, 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 counsel, (iib) in the reasonable judgment of such Indemnified Party representation of the Indemnified Party both parties by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between them, including one or more defenses or counterclaims that are different from or in addition to those available to the Indemnified Indemnifying Party, or (c) the Indemnifying Party and shall have failed to assume the Indemnified Partydefense within 30 days of notice pursuant to this Section 3.03. It is understood that the Indemnifying Party shall notthat, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any one local counselcounsel per jurisdiction) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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 Without the prior written consent of the Indemnified Party, which consent no Indemnifying Party shall not be unreasonably withheld, 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 (A) includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding without proceeding, and (B) does not include any admission of liability by injunctive or other equitable or non-monetary relief applicable to or affecting such Indemnified PartyPerson.

Conduct of Indemnification Proceedings. Promptly after receipt by an Indemnified Party hereunder of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Article II, such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided, that the failure of the Indemnified Party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Article II, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice. In case any proceeding (including any governmental investigation) shall be instituted involving any person such action is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified Party and indemnifying parties may exist in respect of which indemnity may such claim, the indemnifying party will be sought pursuant entitled to Section 2.8 or 2.9, such person (an “Indemnified Party”) shall promptly notify the person against whom such indemnity may be sought (an “Indemnifying Party”) participate in writing and the Indemnifying Party shall to assume the defense thereof, including jointly with any other indemnifying party similarly notified to the employment of extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and shall assume after notice from the payment of all fees and expenses; provided, however, that the failure of any Indemnified Party indemnifying party to give such notice will not relieve such Indemnifying Party of any obligations under Section 2.8 or 2.9, except to the extent such Indemnifying Party is materially prejudiced by such failure. In any such proceeding, 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) of its election so to assume the Indemnifying Party and defense thereof, the indemnifying party will not be liable to such Indemnified Party shall have mutually agreed to the retention of such counsel for any legal or (ii) representation of the Indemnified Party other expenses subsequently incurred by the counsel retained by latter in connection with the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partydefense thereof other than reasonable costs of investigation. It is understood and agreed that the Indemnifying Party indemnifying person shall not, in connection with any proceeding or related proceedings proceeding in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any Any such separate firm (x) for the any Covered Person, its affiliates, directors and officers and any control persons of such Indemnified Parties, such firm Party shall be designated in writing by Medley Group, (iy) in all other cases shall be designated in writing by the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyBoard. The Indemnifying Party indemnifying person 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, consent or if there be a final judgment for the plaintiff, the Indemnifying indemnifying person agrees to indemnify each Indemnified 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 indemnifying person shall, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, 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 indemnification could have been sought hereunder by such Indemnified Party, unless such settlement (A) includes an unconditional release of such Indemnified Party Party, in form and substance reasonably satisfactory to such Indemnified Party, from all liability arising out on claims that are the subject matter of such proceeding without and (B) does not include any statement as to or any admission of liability fault, culpability or a failure to act by such or on behalf of any Indemnified Party.

Conduct of Indemnification Proceedings. In case If any proceeding (including any governmental investigation) shall be instituted involving brought or asserted against any person Person in respect of which indemnity may be sought pursuant to Section 2.8 or 2.9this Article 3, such person Person (an “Indemnified Party”) shall promptly notify the person Person against whom such indemnity may be sought (an the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, provided that the failure of any Indemnified Party so to give such notice will notify the Indemnifying Party shall not relieve such the Indemnifying Party of any its obligations under Section 2.8 or 2.9, hereunder except to the extent such that the Indemnifying Party is materially prejudiced by such failurefailure to notify. In any such proceeding, 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 counsel, (iib) in the reasonable judgment of such Indemnified Party representation of the Indemnified Party both parties by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between them, including one or more defenses or counterclaims that are different from or in addition to those available to the Indemnified Indemnifying Party, or (c) the Indemnifying Party and shall have failed to assume the Indemnified Partydefense within 30 days of notice pursuant to this Section 3.03. It is understood that the Indemnifying Party shall notthat, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any one local counselcounsel per jurisdiction) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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 Without the prior written consent of the Indemnified Party, which consent no Indemnifying Party shall not be unreasonably withheld, 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 (A) includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding without proceeding, and (B) does not include any admission of liability by injunctive or other equitable or non-monetary relief applicable to or affecting such Indemnified PartyPerson.

Conduct of Indemnification Proceedings. In case any -------------------------------------- proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 2.8 Sections 2.6 or 2.92.7 hereof, such person (an “"Indemnified Party”") shall promptly notify the person against whom such indemnity may be sought (an “"Indemnifying Party”") in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, that the failure of any Indemnified Party to give such notice will not relieve such Indemnifying Party of any obligations under Section 2.8 or 2.9, except to the extent such Indemnifying Party is materially prejudiced by such failure. In any such proceeding, 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 the named parties to any such proceeding (including any impleaded parties) include both the Indemnified Party by the counsel retained by and the Indemnifying Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 2.6 hereof, by the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.92.7 hereof, the Company. 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. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse the Indemnified Party for fees and expenses of counsel as contemplated by the third sentence of this paragraph, the Indemnifying Party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than thirty (30) Business Days after receipt by such Indemnifying Party of the aforesaid request and (ii) such Indemnifying Party shall not have reimbursed the Indemnified Party in accordance with such request prior to the date of such settlement. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Partyproceeding.

Conduct of Indemnification Proceedings. In case If any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 or 2.9this Article 1, such person Person (an “Indemnified Party”) shall promptly notify the person Person against whom such indemnity may be sought (an the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, provided that the failure of any Indemnified Party so to give such notice will notify the Indemnifying Party shall not relieve such the Indemnifying Party of any its obligations under Section 2.8 or 2.9, hereunder except to the extent such that the Indemnifying Party is materially prejudiced by such failurefailure to notify. In any such proceeding, 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) in the reasonable judgment of such Indemnified Party representation of the Indemnified Party both parties by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall notthat, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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 Damages (to the extent stated above) by reason of such settlement or judgment. No Indemnifying Party shall, without Without the prior written consent of the Indemnified Party, which consent no Indemnifying Party shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Partyproceeding.

Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 or 2.9this Article 5, such person Person (an “Indemnified Party”) shall promptly notify the person Person against whom such indemnity may be sought (an the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, provided that the failure of any Indemnified Party so to give such notice will notify the Indemnifying Party shall not relieve such the Indemnifying Party of any its obligations under Section 2.8 or 2.9, hereunder except to the extent such that the Indemnifying Party is materially prejudiced by such failurefailure to notify. In any such proceeding, 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) in the reasonable judgment of such Indemnified Party representation of the Indemnified Party both parties by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall notthat, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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 Without the prior written consent of the Indemnified Party, which consent no Indemnifying Party shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Partyproceeding.

Conduct of Indemnification Proceedings. In case If any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 or 2.9this Article 2, such person Person (an “"Indemnified Party”") shall promptly notify the person Person against whom such indemnity may be sought (an “the "Indemnifying Party”") in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, provided that the failure of any Indemnified Party so to give such notice will notify the Indemnifying Party shall not relieve such the Indemnifying Party of any its obligations under Section 2.8 or 2.9, hereunder except to the extent such that the Indemnifying Party is materially prejudiced by such failurefailure to notify. In any such proceeding, 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) in the reasonable judgment of such Indemnified Party representation of the Indemnified Party both parties by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall notthat, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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 Without the prior written consent of the Indemnified Party, which consent no Indemnifying Party shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Partyproceeding.

Conduct of Indemnification Proceedings. Promptly after receipt by an Indemnified Party hereunder of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Article II, such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided, that the failure of the Indemnified Party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Article II, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice. In case any proceeding (including any governmental investigation) shall be instituted involving any person such action is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified Party and indemnifying parties may exist in respect of which indemnity may such claim, the indemnifying party will be sought pursuant entitled to Section 2.8 or 2.9, such person (an “Indemnified Party”) shall promptly notify the person against whom such indemnity may be sought (an “Indemnifying Party”) participate in writing and the Indemnifying Party shall to assume the defense thereof, including jointly with any other indemnifying party similarly notified to the employment of extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and shall assume after notice from the payment of all fees and expenses; provided, however, that the failure of any Indemnified Party indemnifying party to give such notice will not relieve such Indemnifying Party of any obligations under Section 2.8 or 2.9, except to the extent such Indemnifying Party is materially prejudiced by such failure. In any such proceeding, 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) of its election so to assume the Indemnifying Party and defense thereof, the indemnifying party will not be liable to such Indemnified Party shall have mutually agreed to the retention of such counsel for any legal or (ii) representation of the Indemnified Party other expenses subsequently incurred by the counsel retained by latter in connection with the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partydefense thereof other than reasonable costs of investigation. It is understood and agreed that the Indemnifying Party indemnifying person shall not, in connection with any proceeding or related proceedings proceeding in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any Any such separate firm (x) for the any Covered Person, its affiliates, directors and officers and any control persons of such Indemnified Parties, such firm Party shall be designated in writing by the Requesting Holder, (iy) in all other cases shall be designated in writing by the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyBoard. The Indemnifying Party indemnifying person 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, consent or if there be a final judgment for the plaintiff, the Indemnifying indemnifying person agrees to indemnify each Indemnified 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 indemnifying person shall, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, 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 indemnification could have been sought hereunder by such Indemnified Party, unless such settlement (A) includes an unconditional release of such Indemnified Party Party, in form and substance reasonably satisfactory to such Indemnified Party, from all liability arising out on claims that are the subject matter of such proceeding without and (B) does not include any statement as to or any admission of liability fault, culpability or a failure to act by such or on behalf of any Indemnified Party.

Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 4.01 or 2.9Section 4.02, such person Person (an “the "Indemnified Party”") shall promptly notify the person Person against whom such indemnity may be sought (an “the "Indemnifying Party”") in writing and the Indemnifying Party Party, upon the request of the Indemnified Party, shall assume the defense thereof, including the employment of retain counsel reasonably satisfactory to such Indemnified Party, Party to represent such Indemnified Party and any others the Indemnifying Party may designate in such proceeding and shall assume pay the payment of all fees and expenses; provided, however, that the failure disbursements of any Indemnified Party such counsel related to give such notice will not relieve such Indemnifying Party of any obligations under Section 2.8 or 2.9, except to the extent such Indemnifying Party is materially prejudiced by such failureproceeding. In any such proceeding, 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 the named parties to any such proceeding (including any impleaded parties) include both the Indemnified Party by the counsel retained by and the Indemnifying Party and, in the written opinion of counsel for the Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, Indemnified Parties with the Selling Holders which owned a majority approval of the Registrable Securities sold under the applicable registration statement and Indemnifying Party (ii) in the case of Persons indemnified pursuant to Section 2.9, the Companywhich approval shall not be unreasonably withheld). 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 consentconsent (not to be unreasonably 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 judgment. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Party.

Conduct of Indemnification Proceedings. Promptly after receipt by an Indemnified Party hereunder of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Article II, such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided, that the failure of the Indemnified Party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Article II, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice. In case any proceeding (including any governmental investigation) shall be instituted involving any person such action is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified Party and indemnifying parties may exist in respect of which indemnity may such claim, the indemnifying party will be sought pursuant entitled to Section 2.8 or 2.9, such person (an “Indemnified Party”) shall promptly notify the person against whom such indemnity may be sought (an “Indemnifying Party”) participate in writing and the Indemnifying Party shall to assume the defense thereof, including jointly with any other indemnifying party similarly notified to the employment of extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and shall assume after notice from the payment of all fees and expenses; provided, however, that the failure of any Indemnified Party indemnifying party to give such notice will not relieve such Indemnifying Party of any obligations under Section 2.8 or 2.9, except to the extent such Indemnifying Party is materially prejudiced by such failure. In any such proceeding, 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) of its election so to assume the Indemnifying Party and defense thereof, the indemnifying party will not be liable to such Indemnified Party shall have mutually agreed to the retention of such counsel for any legal or (ii) representation of the Indemnified Party other expenses subsequently incurred by the counsel retained by latter in connection with the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partydefense thereof other than reasonable costs of investigation. It is understood and agreed that the Indemnifying Party indemnifying person shall not, in connection with any proceeding or related proceedings proceeding in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any Any such separate firm (x) for the any Covered Person, its affiliates, directors and officers and any control persons of such Indemnified Parties, such firm Party shall be designated in writing by the Demand Committee, (iy) in all other cases shall be designated in writing by the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyBoard. The Indemnifying Party indemnifying person 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, consent or if there be a final judgment for the plaintiff, the Indemnifying indemnifying person agrees to indemnify each Indemnified 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 indemnifying person shall, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, 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 indemnification could have been sought hereunder by such Indemnified Party, unless such settlement (A) includes an unconditional release of such Indemnified Party Party, in form and substance reasonably satisfactory to such Indemnified Party, from all liability arising out on claims that are the subject matter of such proceeding without and (B) does not include any statement as to or any admission of liability fault, culpability or a failure to act by such or on behalf of any Indemnified Party.

Conduct of Indemnification Proceedings. In case any proceeding -------------------------------------- (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 2.8 4.1 or 2.94.2 hereof, such person Person (an “the "Indemnified Party”") shall promptly notify the person Person against whom such indemnity may be sought (an “the "Indemnifying Party”") in writing and the Indemnifying Party Party, upon the request of the Indemnified Party, shall assume the defense thereof, including the employment of retain counsel reasonably satisfactory to such Indemnified Party, Party to represent such Indemnified Party and any others the Indemnifying Party may designate in such proceeding and shall assume pay the payment of all fees and expenses; provided, however, that the failure disbursements of any Indemnified Party such counsel related to give such notice will not relieve such Indemnifying Party of any obligations under Section 2.8 or 2.9, except to the extent such Indemnifying Party is materially prejudiced by such failureproceeding. In any such proceeding, 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 the named parties to any such proceeding (including any impleaded parties) include both the Indemnified Party by the counsel retained by and the Indemnifying Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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, which consent shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Party.

Conduct of Indemnification Proceedings. In case If any proceeding (including any governmental investigation) shall be instituted involving brought or asserted against any person Person in respect of which indemnity may be sought pursuant to Section 2.8 or 2.9this Article 3, such person Person (an “Indemnified Party”) shall promptly notify the person Person against whom such indemnity may be sought (an the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, provided that the failure of any Indemnified Party so to give such notice will notify the Indemnifying Party shall not relieve such the Indemnifying Party of any its obligations under Section 2.8 or 2.9, hereunder except to the extent such that the Indemnifying Party is materially prejudiced by such failurefailure to notify. In any such proceeding, 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 counsel, (iib) in the reasonable judgment of such Indemnified Party representation of the Indemnified Party both parties by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between them, including one or more defenses or counterclaims that are different from or in addition to those available to the Indemnified Indemnifying Party, or (c) the Indemnifying Party and shall have failed to assume the Indemnified Partydefense within 60 days of notice pursuant to this Section 3.03. It is understood that the Indemnifying Party shall notthat, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any one local counselcounsel per jurisdiction) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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 Without the prior written consent of the Indemnified Party, which consent no Indemnifying Party shall not be unreasonably withheld, 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 (A) includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding without proceeding, and (B) does not include any admission of liability by injunctive or other equitable or non-monetary relief applicable to or affecting such Indemnified PartyPerson.

Conduct of Indemnification Proceedings. In case If any proceeding (including any governmental investigationinvestigation by any Governmental Authority) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 2.6 or 2.92.7, such person Person (an “Indemnified Party”) shall promptly notify the person Person against whom such indemnity may be sought (an the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all reasonable fees and expenses; provided, however, that the failure of any Indemnified Party so to give such notice will notify the Indemnifying Party shall not relieve such the Indemnifying Party of any its obligations under Section 2.8 or 2.9, hereunder except to the extent such that the Indemnifying Party is materially prejudiced by such failurefailure to notify. In any such proceeding, 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) in the reasonable judgment of such Indemnified Party, representation of the Indemnified Party both parties by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall notthat, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredpromptly after receipt of an invoice setting forth such fees and expenses in reasonable detail. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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 each Indemnified Parties Party from and against any loss or liability Damages (to the extent stated aboveobligated herein) by reason of such settlement or judgment. No Indemnifying Party shall, without Without the prior written consent of the each affected Indemnified Party, which consent no Indemnifying Party shall not be unreasonably withheld, effect any settlement of any pending or threatened proceeding in respect of which any such 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 without any admission of liability by such Indemnified Partyproceeding.

Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 or 2.9this Article 5, such person Person (an “Indemnified Party”"INDEMNIFIED PARTY") shall promptly notify the person Person against whom such indemnity may be sought (an “Indemnifying Party”the "INDEMNIFYING PARTY") in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, PROVIDED that the failure of any Indemnified Party so to give such notice will notify the Indemnifying Party shall not relieve such the Indemnifying Party of any its obligations under Section 2.8 or 2.9, hereunder except to the extent such that the Indemnifying Party is materially prejudiced by such failurefailure to notify. In any such proceeding, 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) in the reasonable judgment of such Indemnified Party representation of the Indemnified Party both parties by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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, which consent shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Partyproceeding.

Conduct of Indemnification Proceedings. In case If any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 or 2.9this ARTICLE 3, such person Person (an “Indemnified Party”) shall promptly notify the person Person against whom such indemnity may be sought (an the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, provided that the failure of any Indemnified Party so to give such notice will notify the Indemnifying Party shall not relieve such the Indemnifying Party of any its obligations under Section 2.8 or 2.9, hereunder except to the extent such that the Indemnifying Party is materially prejudiced by such failurefailure to notify. In any such proceeding, 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 counsel, (iib) in the reasonable judgment of such Indemnified Party representation of the Indemnified Party both parties by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between them, including one or more defenses or counterclaims that are different from or in addition to those available to the Indemnified Indemnifying Party, or (c) the Indemnifying Party and shall have failed to assume the Indemnified Partydefense within 30 days of notice pursuant to this Section 3.03. It is understood that the Indemnifying Party shall notthat, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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 Without the prior written consent of the Indemnified Party, which consent no Indemnifying Party shall not be unreasonably withheld, 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 (A) includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding without proceeding, and (B) does not include any admission of liability by injunctive or other equitable or non-monetary relief applicable to or affecting such Indemnified PartyPerson.

Conduct of Indemnification Proceedings. In case If any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 or 2.9this Article 2, such person Person (an “Indemnified Party”) shall promptly notify the person Person against whom such indemnity may be sought (an the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, provided that the failure of any Indemnified Party so to give such notice will notify the Indemnifying Party shall not relieve such the Indemnifying Party of any its obligations under Section 2.8 or 2.9, hereunder except to the extent such that the Indemnifying Party is materially prejudiced by such failurefailure to notify. In any such proceeding, any Indemnified Party shall have the right to retain its own separate 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 its expense or (ii) in the reasonable judgment of such Indemnified Party, representation of the Indemnified Party both parties by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Party. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the Companythem. The Indemnifying Party shall not be liable for any settlement of any proceeding claim effected without its written consent, which consent shall not be unreasonably withheldwithheld or delayed, 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 all indemnified Damages (to the extent stated above) by reason of such settlement or judgment. No Indemnifying Party shall, without Without the prior written consent of the Indemnified Party, which consent no Indemnifying Party shall not be unreasonably withheld, effect any settlement of any pending or threatened proceeding claim 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 without any admission of liability by such Indemnified Partyproceeding.

Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 5.3(a) or 2.9Section 5.3(b), such person Person (an “the "Indemnified Party”") shall promptly notify the person Person against whom such indemnity may be sought (an “the "Indemnifying Party”") in writing and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of such proceeding and retain counsel reasonably satisfactory to such Indemnified Party, Party to represent such Indemnified Party and any others the Indemnifying Party may designate in such proceeding and shall assume pay the payment of all fees and expenses; provided, however, that the failure disbursements of any Indemnified Party such counsel related to give such notice will not relieve such Indemnifying Party of any obligations under Section 2.8 or 2.9, except to the extent such Indemnifying Party is materially prejudiced by such failureproceeding. In any such proceeding, 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 the named parties to any such proceeding (including any impleaded parties) include both the Indemnified Party by the counsel retained by and the Indemnifying Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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, which consent shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Party.

Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 4.1 or 2.9Section 4.2, such person Person (an “the "Indemnified Party”") shall promptly notify the person Person against whom such indemnity may be sought (an “the "Indemnifying Party”") in writing and the Indemnifying Party Party, upon the request of the Indemnified Party, shall assume the defense thereof, including the employment of retain counsel reasonably satisfactory to such Indemnified Party, Party to represent such Indemnified Party and any others the Indemnifying Party may designate in such proceeding and shall assume pay the payment of all fees and expenses; provided, however, that the failure disbursements of any Indemnified Party such counsel related to give such notice will not relieve such Indemnifying Party of any obligations under Section 2.8 or 2.9, except to the extent such Indemnifying Party is materially prejudiced by such failureproceeding. In any such proceeding, 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 the named parties to any such proceeding (including any impleaded parties) include both the Indemnified Party by the counsel retained by and the Indemnifying Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall will 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, which consent shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Party.

Conduct of Indemnification Proceedings. In case If any proceeding (including any governmental investigationinvestigation by any Governmental Authority) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 4.06 or 2.94.07, such person Person (an “Indemnified Party”) shall promptly notify the person Person against whom such indemnity may be sought (an the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all reasonable fees and expenses; provided, however, provided that the failure of any Indemnified Party to give such notice will notify the Indemnifying Party shall not relieve such the Indemnifying Party of any its obligations under Section 2.8 or 2.9, hereunder except to the extent such that the Indemnifying Party is materially prejudiced by such failurefailure to notify. In any such proceeding, 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) in the reasonable judgment of such Indemnified Party, representation of the Indemnified Party both parties by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall notthat, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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 Without the prior written consent of the Indemnified Party, which consent no Indemnifying Party shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Partyproceeding.

Conduct of Indemnification Proceedings. In case If any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 or 2.9this Article 6, such person Person (an “Indemnified Party”) shall promptly notify the person Person against whom such indemnity may be sought (an the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, provided that the failure of any Indemnified Party so to give such notice will notify the Indemnifying Party shall not relieve such the Indemnifying Party of any its obligations under Section 2.8 or 2.9, hereunder except to the extent such that the Indemnifying Party is materially prejudiced by such failurefailure to notify. In any such proceeding, 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) in the reasonable judgment of such Indemnified Party, representation of the Indemnified Party both parties by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall notthat, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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 Damages (to the extent stated above) by reason of such settlement or judgment. No Indemnifying Party shall, without Without the prior written consent of the Indemnified Party, which consent no Indemnifying Party shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Partyproceeding.

Conduct of Indemnification Proceedings. In case If any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 or 2.9this Article 2, such person Person (an “Indemnified Party”) shall promptly notify the person Person against whom such indemnity may be sought (an the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, provided that the failure of any Indemnified Party so to give such notice will notify the Indemnifying Party shall not relieve such the Indemnifying Party of any its obligations under Section 2.8 or 2.9, hereunder except to the extent such that the Indemnifying Party is materially prejudiced by such failurefailure to notify. In any such proceeding, 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) in the reasonable judgment of such Indemnified Party representation of the Indemnified Party both parties by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall notthat, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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 Without the prior written consent of the Indemnified Party, which consent no Indemnifying Party shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Partyproceeding.

Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 3(a) or 2.9Section 3(b), such person Person (an “the "Indemnified Party”") shall promptly notify the person Person against whom such indemnity may be sought (an “the "Indemnifying Party”") in writing and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of such proceeding and retain counsel reasonably satisfactory to such Indemnified Party, Party to represent such Indemnified Party and any others the Indemnifying Party may designate in such proceeding and shall assume pay the payment of all fees and expenses; provided, however, that the failure disbursements of any Indemnified Party such counsel related to give such notice will not relieve such Indemnifying Party of any obligations under Section 2.8 or 2.9, except to the extent such Indemnifying Party is materially prejudiced by such failureproceeding. In any such proceeding, 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 the named parties to any such proceeding (including any impleaded parties) include both the Indemnified Party by the counsel retained by and the Indemnifying Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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, which consent shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Party.

Conduct of Indemnification Proceedings. In case If any proceeding (including any governmental investigation) shall be instituted involving brought or asserted against any person Person in respect of which indemnity may be sought pursuant to Section 2.8 4.01 or 2.94.02, such person Person (an “Indemnified Party”) shall promptly notify the person Person against whom such indemnity may be sought (an the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all reasonable and documented fees and expenses; provided, however, provided that the failure of any Indemnified Party so to give such notice will notify the Indemnifying Party shall not relieve such the Indemnifying Party of any its obligations under Section 2.8 or 2.9, hereunder except to the extent such that the Indemnifying Party is materially prejudiced by such failurefailure to notify. In any such proceeding, 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) in the reasonable judgment of such Indemnified Party representation of the Indemnified Party both parties by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall notthat, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable and documented fees and expenses of more than one separate firm of attorneys (in addition to any one local counselcounsel per jurisdiction) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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, which consent shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Party.stated

Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 or 2.9this Article 5, such person Person (an “Indemnified Party”) shall promptly notify the person Person against whom such indemnity may be sought (an the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, provided that the failure of any Indemnified Party so to give such notice will notify the Indemnifying Party shall not relieve such the Indemnifying Party of any its obligations under Section 2.8 or 2.9, hereunder except to the extent such that the Indemnifying Party is materially prejudiced by such failurefailure to notify. In any such proceeding, 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) in the reasonable judgment of such Indemnified Party representation of the Indemnified Party both parties by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall notthat, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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, 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 Without the prior written consent of the Indemnified Party, which consent no Indemnifying Party shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Partyproceeding.

Conduct of Indemnification Proceedings. In case If any proceeding (including any governmental investigation) shall be instituted involving any person Indemnified Party in respect of which indemnity may be sought pursuant to Section 2.8 or 2.9Articles II, III and Sections 4.08, 4.09 and 4.10, such person (an “Indemnified Party”) Party shall promptly notify the person Person against whom such indemnity may be sought (an the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, provided that the failure of any Indemnified Party so to give such notice will notify the Indemnifying Party shall not relieve such the Indemnifying Party of any its obligations under Section 2.8 or 2.9, hereunder except to the extent such that the Indemnifying Party is materially prejudiced by such failurefailure to notify. In any such proceeding, 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) in the reasonable judgment of such Indemnified Party, representation of the Indemnified Party both parties by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall notthat, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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 Damages (to the extent stated above) by reason of such settlement or judgment. No Indemnifying Party shall, without Without the prior written consent of the Indemnified Party, which consent no Indemnifying Party shall not be unreasonably withheld, 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 (a) includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding without any proceeding, (b) does not contain a statement about or an admission of liability fault, culpability or failure to act by or on behalf of such Indemnified PartyParty and (c) does not commit such Indemnified Party to take, or hold back from taking, any action.

Conduct of Indemnification Proceedings. In case If any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 or 2.9this Article II, such person Person (an “Indemnified Party”) shall promptly notify the person Person against whom such indemnity may be sought (an the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, provided that the failure of any Indemnified Party so to give such notice will notify the Indemnifying Party shall not relieve such the Indemnifying Party of any its obligations under Section 2.8 or 2.9, hereunder except to the extent such that the Indemnifying Party is materially prejudiced by such failurefailure to notify. In any such proceeding, 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) in the reasonable judgment of such Indemnified Party representation of the Indemnified Party both parties by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall notthat, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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 Without the prior written consent of the Indemnified Party, which consent no Indemnifying Party shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Partyproceeding.

Conduct of Indemnification Proceedings. In case If any proceeding (including any governmental investigation) shall be instituted involving brought or asserted against any person Person in respect of which indemnity may be sought pursuant to Section 2.8 3.06 or 2.93.07, such person Person (an “Indemnified Party”) shall promptly notify the person Person against whom such indemnity may be sought (an the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all reasonable and documented fees and expenses; provided, however, provided that the failure of any Indemnified Party so to give such notice will notify the Indemnifying Party shall not relieve such the Indemnifying Party of any its obligations under Section 2.8 or 2.9, hereunder except to the extent such that the Indemnifying Party is materially prejudiced by such failurefailure to notify. In any such proceeding, 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 counsel, or (ii) in the reasonable judgment of such Indemnified Party, representation of the Indemnified Party both parties by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall notthat, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable and documented fees and expenses of more than one separate firm of attorneys (in addition to any one local counselcounsel per jurisdiction) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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 Without the prior written consent of the Indemnified Party, which consent no Indemnifying Party shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Partyproceeding.

Conduct of Indemnification Proceedings. In case If any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 or 2.9this Article IV, such person Person (an “Indemnified Party”) shall promptly notify the person Person against whom such indemnity may be sought (an the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, provided that the failure of any Indemnified Party so to give such notice will notify the Indemnifying Party shall not relieve such the Indemnifying Party of any its obligations under Section 2.8 or 2.9, hereunder except to the extent such that the Indemnifying Party is materially prejudiced by such failurefailure to notify. In any such proceeding, 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 counsel, (iib) in the reasonable judgment of such Indemnified Party representation of the Indemnified Party both parties by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between them, including one or more defenses or counterclaims that are different from or in addition to those available to the Indemnified Indemnifying Party, or (c) the Indemnifying Party and shall have failed to assume the Indemnified Partydefense within thirty (30) days of notice pursuant to this Section 4.03. It is understood that the Indemnifying Party shall notthat, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall (such consent not to 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 Without the prior written consent of the Indemnified Party, which consent no Indemnifying Party shall not be unreasonably withheld, 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 (x) includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding without proceeding, and (y) does not include any admission of liability by injunctive or other equitable or non-monetary relief applicable to or affecting such Indemnified Party.

Conduct of Indemnification Proceedings. In case Any Person entitled to indemnification hereunder (the "INDEMNIFIED PARTY") agrees to give prompt written notice to the indemnifying party (the "INDEMNIFYING PARTY") after the receipt by the Indemnified Party of any written notice of the commencement of any action, suit, proceeding (including any governmental investigation) shall be instituted involving any person or investigation or threat thereof made in respect of writing for which indemnity may be sought the Indemnified Party intends to claim indemnification or contribution pursuant to Section 2.8 or 2.9this Agreement; provided, such person (an “Indemnified Party”) shall promptly that, the failure so to notify the person against whom such indemnity may be sought (an “Indemnifying Party”) in writing and the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party hereunder. 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 thereofof such action at its own expense, including the employment of with counsel reasonably chosen by it and satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, that the failure of any Indemnified Party to give such notice will not relieve such Indemnifying Party of any obligations under Section 2.8 or 2.9, except to the extent such Indemnifying Party is materially prejudiced by such failure. In any such proceeding, any The Indemnified Party shall have the right to retain its own counselemploy separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel (other than reasonable costs of investi gation) shall be at paid by the expense of such Indemnified Party unless (i) the Indemnifying Party and agrees to pay the same, (ii) the Indemnifying Party fails to assume the defense of such action with counsel satisfactory to the Indemnified Party shall in its reasonable judgment, (iii) the named parties to any such action (including any impleaded parties) have mutually agreed to the retention of been advised by such counsel or that either (iiA) representation of the Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the such Indemnified Party and the Indemnified Indemnifying Party by the same counsel would be inappropriate under applicable standards of professional conduct or (B) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party. It is understood ; provided, however, that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in only have to pay the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time counsel for all such Indemnified PartiesParties in each jurisdiction, and that except to the extent representation of all such fees and expenses shall be reimbursed as they are incurredIndemnified Parties by the same counsel is inappropriate under applicable standards of professional conduct. In either of such cases the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the Company. The Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Party. No Indemnifying Party shall be liable for any settlement of any proceeding effected entered into 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, which effect the settlement or compromise of, or consent shall not be unreasonably withheldto the entry of any judgment with respect to, effect any settlement of any pending or threatened proceeding action or claim in respect of which any indemnification or contribution may be sought hereunder (whether or not the Indemnified Party is an actual or could have been a potential party and indemnity could have been sought hereunder by to such Indemnified Party, action or claim) unless such settlement settlement, compromise or judgment (A) includes an unconditional release of such the Indemnified Party from all liability arising out of such proceeding without any action or claim and (B) does not include a statement as to or an admission of liability fault, culpability or a failure to act, by or on behalf of any Indemnified Party. The rights accorded to any Indemnified Party hereunder shall be in addition to any rights that such Indemnified PartyParty may have at common law, by separate agreement or otherwise.

Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 or 2.9this Article 5, such person Person (an “Indemnified Party”"INDEMNIFIED PARTY") shall promptly notify the person Person against whom such indemnity may be sought (an “Indemnifying Party”the "INDEMNIFYING PARTY") in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, provided that the failure of any Indemnified Party so to give such notice will notify the Indemnifying Party shall not relieve such the Indemnifying Party of any its obligations under Section 2.8 or 2.9, hereunder except to the extent such that the Indemnifying Party is materially prejudiced by such failurefailure to notify. In any such proceeding, 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) in the reasonable judgment of such Indemnified Party representation of the Indemnified Party both parties by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall notthat, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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 Without the prior written consent of the Indemnified Party, which consent no Indemnifying Party shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Partyproceeding.

Conduct of Indemnification Proceedings. In case (i) If any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to this Section 2.8 or 2.98, such person Person (an “Indemnified Party”) shall promptly notify the person Person against whom such indemnity may be sought (an the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, provided that the failure of any Indemnified Party to give such notice will so notify the Indemnifying Party shall not relieve such the Indemnifying Party of any its obligations under Section 2.8 or 2.9, hereunder except to the extent such and only to the extent that the Indemnifying Party is materially prejudiced by such failurefailure to notify. In any such proceeding, 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 in writing to the retention of such counsel or counsel, (iiB) representation of the Indemnified Party by the counsel retained by the Indemnifying Party shall have failed to assume the defense of such claim or to employ counsel reasonably satisfactory to the Indemnified Party, or (C) in the reasonable judgment of such Indemnified Party representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall notthat, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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 Without the prior written consent of the Indemnified Party, Party (which consent shall not be unreasonably withheldwithheld or delayed), no Indemnifying Party shall 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 without any admission of liability by such Indemnified Partyproceeding.

Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 2.8 6 or 2.97, such person (an “the "Indemnified Party”") shall promptly notify the person against whom such indemnity may be sought (an “the "Indemnifying Party”") in writing and the Indemnifying Party, upon the request of the Indemnified Party shall assume the defense thereof, including the employment of retain counsel reasonably satisfactory to such Indemnified Party, Party to represent such Indemnified Party and any others the Indemnifying Party may designate in such proceeding and shall assume pay the payment of all fees and expenses; provided, however, that the failure expenses of any Indemnified Party such counsel related to give such notice will not relieve such Indemnifying Party of any obligations under Section 2.8 or 2.9, except to the extent such Indemnifying Party is materially prejudiced by such failureproceeding. In any such proceeding, 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 shall have failed within a reasonable time after having been notified by the Indemnified Party of the existence of such claim as provided in the preceding sentence; (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (iiiii) representation of such Indemnified Party shall have been advised in writing by his or its legal counsel that there may be one or more legal defenses available to the Indemnified Party by the counsel retained by assertion of which would be materially adverse to the interests of the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Party. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate law firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredoccur. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. The Indemnifying Party shall not be liable for any settlement of or any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent, or if there shall 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, shall settle any action or claim without the prior written consent of the Indemnified Party, which consent shall Party if such settlement (i) does not be unreasonably withheld, effect any settlement provide for a full release of any pending or threatened proceeding in respect of which any the 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 without any admission of liability by such (ii) would adversely effect the Indemnified Party.

Conduct of Indemnification Proceedings. In case If any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 or 2.9this Article IV, such person Person (an “Indemnified Party”) shall promptly notify the person Person against whom such indemnity may be sought (an the “Indemnifying Party”) in writing and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, provided that the failure of any Indemnified Party so to give such notice will notify the Indemnifying Party shall not relieve such the Indemnifying Party of any its obligations under Section 2.8 or 2.9, hereunder except to the extent such that the Indemnifying Party is materially prejudiced by such failurefailure to notify. In any such proceeding, 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) in the reasonable judgment of such Indemnified Party and in the opinion of counsel to such Indemnified Party, representation of the Indemnified Party both parties by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall notthat, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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 Without the prior written consent of the Indemnified Party, which consent no Indemnifying Party shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Partyproceeding.

Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 or 2.9this Article 5, such person Person (an “Indemnified Party”"INDEMNIFIED PARTY") shall promptly notify the person Person against whom such indemnity may be sought (an “Indemnifying Party”the "INDEMNIFYING PARTY") in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, provided that the failure of any Indemnified Party so to give such notice will notify the Indemnifying Party shall not relieve such the Indemnifying Party of any its obligations under Section 2.8 or 2.9, hereunder except to the extent such that the Indemnifying Party is materially prejudiced by such failurefailure to notify. In any such proceeding, 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) in the reasonable judgment of such Indemnified Party representation of the Indemnified Party both parties by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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 and all losses, claims, damages, liabilities and expenses 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, which consent shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Partyproceeding.

Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 2.8 2.7(a) or 2.9Section 2.7(b), such person (an “hereinafter called the "Indemnified Party”") shall promptly notify the person against whom such indemnity may be sought (an “hereinafter called the "Indemnifying Party”") in writing and the Indemnifying Party Party, upon request of the Indemnified Party, shall assume the defense thereof, including the employment of retain counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, that the failure of any Indemnified Party to give such notice will not relieve such represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and shall pay the fees and disbursements of any obligations under Section 2.8 or 2.9, except such counsel related to the extent such Indemnifying Party is materially prejudiced by such failureproceeding. In any such proceeding, 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 the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and the Indemnified Party shall have been advised by counsel that representation of both parties by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the Company. 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, consent or if there be a final judgment for against the plaintiffIndemnified Party, the Indemnifying Party shall agrees to indemnify and hold harmless such the Indemnified Parties Party 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, which consent shall not be unreasonably withheld, 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 on claims that are the subject matter of such proceeding without any admission of liability by such Indemnified Partyproceeding.

Conduct of Indemnification Proceedings. In case If any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 or 2.9this Article VII, such person Person (an “Indemnified Party”) shall promptly notify the person Person against whom such indemnity may be sought (an the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, provided that the failure of any Indemnified Party so to give such notice will notify the Indemnifying Party shall not relieve such the Indemnifying Party of any its obligations under Section 2.8 or 2.9, hereunder except to the extent such that the Indemnifying Party is materially prejudiced by such failurefailure to notify. In any such proceeding, 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) in the reasonable judgment of such Indemnified Party, representation of the Indemnified Party both parties by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall notthat, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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 Damages (to the extent stated above) by reason of such settlement or judgment. No Indemnifying Party shall, without Without the prior written consent of the Indemnified Party, which consent no Indemnifying Party shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Partyproceeding.

Conduct of Indemnification Proceedings. In case If any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to this Article II (other than Section 2.8 or 2.92.06(b) and the second sentence of Section 2.07), such person Person (an “Indemnified Party”) shall promptly notify the person Person against whom such indemnity may be sought (an the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, provided that the failure of any Indemnified Party to give such notice will so notify the Indemnifying Party shall not relieve such the Indemnifying Party of any its obligations under Section 2.8 or 2.9, hereunder except to the extent such and only to the extent that the Indemnifying Party is materially prejudiced by such failurefailure to notify. In any such proceeding, any Indemnified Party shall have the right to retain its own counselcounsel separate from counsel selected by the Indemnifying Party, 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) in the reasonable judgment of such Indemnified Party representation of the Indemnified Party by the counsel retained by and the Indemnifying Party by the same counsel would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall notthat, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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 Damages (to the extent stated above) by reason of such settlement or judgment. No Indemnifying Party shall, without Without the prior written consent of the Indemnified Party, which consent no Indemnifying Party shall not be unreasonably withheld, 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 without any an admission of liability by fault for any matters in connection with such Indemnified Partyproceeding.

Conduct of Indemnification Proceedings. In case If any proceeding (including any governmental investigation) shall be instituted involving any person Indemnified Party in respect of which indemnity may be sought pursuant to Section 2.8 or 2.9Articles II and III, such person (an “Indemnified Party”) Party shall promptly notify the person Person against whom such indemnity may be sought (an the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, provided that the failure of any Indemnified Party so to give such notice will notify the Indemnifying Party shall not relieve such the Indemnifying Party of any its obligations under Section 2.8 or 2.9, hereunder except to the extent such that the Indemnifying Party is materially prejudiced by such failurefailure to notify. In any such proceeding, 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) in the reasonable judgment of such Indemnified Party, representation of the Indemnified Party both parties by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall notthat, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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 Damages (to the extent stated above) by reason of such settlement or judgment. No Indemnifying Party shall, without Without the prior written consent of the Indemnified Party, which consent no Indemnifying Party shall not be unreasonably withheld, 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 (a) includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding without any proceeding, (b) does not contain a statement about or an admission of liability fault, culpability or failure to act by or on behalf of such Indemnified PartyParty and (c) does not commit such Indemnified Party to take, or hold back from taking, any action.

Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 or 2.9either of the two preceding paragraphs, such person Person (an “the "Indemnified Party”") shall promptly notify the person Person against whom such indemnity may be sought (an “the "Indemnifying Party”") in writing and the writing, but failure so to notify an Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, that the failure of any Indemnified Party to give such notice will not relieve such Indemnifying Party of from any obligations under Section 2.8 or 2.9, except liability hereunder to the extent such it is not materially prejudiced as a result thereof. The Indemnifying Party, upon request of the Indemnified Party, shall retain counsel satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party is materially prejudiced by may designate in such failureproceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, 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 to such counsel or counsel, (ii) representation of 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 retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between them, or (iii) the Indemnifying Party shall not have employed counsel satisfactory to the Indemnified Party and to represent the Indemnified PartyParty within a reasonable time after notice of commencement of the action. It is understood that the Indemnifying Party shall not, in respect of the legal expenses of any Indemnified Party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all indemnified parties under Section 5(a) or 5(b) hereof who are parties to such Indemnified Partiesproceeding or proceedings, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the Company. 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, consent or if there be a final judgment for the plaintiff, the Indemnifying Party shall agrees to indemnify and hold harmless such the Indemnified Parties Party from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse the Indemnified Party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, such Indemnifying Party agrees that it shall be liable for any settlements of any proceeding effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such Indemnifying Party of the aforesaid request and (ii) such Indemnifying Party shall not have reimbursed the Indemnified Party in accordance with such request prior to the date of such settlement. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, 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 on claims that are the subject matter of such proceeding without any admission of liability by such Indemnified Partyproceeding.

Conduct of Indemnification Proceedings. Promptly after receipt by an Indemnified Party hereunder of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Article II, such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided, that the failure of the Indemnified Party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Article II, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice. In case any proceeding (including any governmental investigation) shall be instituted involving any person such action is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified Party and indemnifying parties may exist in respect of which indemnity may such claim, the indemnifying party will be sought pursuant entitled to Section 2.8 or 2.9, such person (an “Indemnified Party”) shall promptly notify the person against whom such indemnity may be sought (an “Indemnifying Party”) participate in writing and the Indemnifying Party shall to assume the defense thereof, including jointly with any other indemnifying party similarly notified to the employment of extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and shall assume after notice from the payment of all fees and expenses; provided, however, that the failure of any Indemnified Party indemnifying party to give such notice will not relieve such Indemnifying Party of any obligations under Section 2.8 or 2.9, except to the extent such Indemnifying Party is materially prejudiced by such failure. In any such proceeding, 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) of its election so to assume the Indemnifying Party and defense thereof, the indemnifying party will not be liable to such Indemnified Party shall have mutually agreed to the retention of such counsel for any legal or (ii) representation of the Indemnified Party other expenses subsequently incurred by the counsel retained by latter in connection with the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partydefense thereof other than reasonable costs of investigation. It is understood and agreed that the Indemnifying Party indemnifying person shall not, in connection with any proceeding or related proceedings proceeding in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any Any such separate firm (x) for the any Covered Person, its affiliates, directors and officers and any control persons of such Indemnified Parties, such firm Party shall be designated in writing by TCG Partners, (iy) in all other cases shall be designated in writing by the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyGeneral Partner. The Indemnifying Party indemnifying person 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, consent or if there be a final judgment for the plaintiff, the Indemnifying indemnifying person agrees to indemnify each Indemnified 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 indemnifying person shall, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, 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 indemnification could have been sought hereunder by such Indemnified Party, unless such settlement (A) includes an unconditional release of such Indemnified Party Party, in form and substance reasonably satisfactory to such Indemnified Party, from all liability arising out on claims that are the subject matter of such proceeding without and (B) does not include any statement as to or any admission of liability fault, culpability or a failure to act by such or on behalf of any Indemnified Party.

Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 4.01 or 2.9Section 4.02 hereof, such person Person (an “Indemnified Party”the INDEMNIFIED PARTY) shall promptly notify the person Person against whom such indemnity may be sought (an “Indemnifying Party”the INDEMNIFYING PARTY) in writing and the Indemnifying Party Party, upon the request of the Indemnified Party, shall assume the defense thereof, including the employment of retain counsel reasonably satisfactory to such Indemnified Party, Party to represent such Indemnified Party and any others the Indemnifying Party may designate in such proceeding and shall assume pay the payment of all fees and expenses; provided, however, that the failure disbursements of any Indemnified Party such counsel related to give such notice will not relieve such Indemnifying Party of any obligations under Section 2.8 or 2.9, except to the extent such Indemnifying Party is materially prejudiced by such failureproceeding. In any such proceeding, 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 the named parties to any such proceeding (including any impleaded parties) include both the Indemnified Party by the counsel retained by and the Indemnifying Party and, in the written opinion of counsel for the Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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 consentconsent (not to be unreasonably 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 judgment. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Party.

Conduct of Indemnification Proceedings. In case If any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 or 2.9this Article 5, such person Person (an “Indemnified Party”) shall promptly notify the person Person against whom such indemnity may be sought (an the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, provided that the failure of any Indemnified Party so to give such notice will notify the Indemnifying Party shall not relieve such the Indemnifying Party of any its obligations under Section 2.8 or 2.9, hereunder except to the extent such that the Indemnifying Party is materially prejudiced by such failurefailure to notify. In any such proceeding, 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 its expense or (ii) in the reasonable judgment of outside counsel to such Indemnified Party, representation of the Indemnified Party both parties by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall notthat, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such the Indemnified PartiesParty, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the Company. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheldwithheld or delayed, 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 the Indemnified Parties Party from and against any loss or liability all indemnified Damages (to the extent stated above) by reason of such settlement or judgment. No Indemnifying Party shall, without Without the prior written consent of the Indemnified Party, which consent no Indemnifying Party shall not be unreasonably withheld, effect any settlement of any pending or threatened proceeding in respect of which any the 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 without any admission of liability by such Indemnified Partyproceeding.

Conduct of Indemnification Proceedings. In case any proceeding -------------------------------------- (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 2.8 8 or 2.99, such person (an “the "Indemnified Party”") shall promptly notify the person against whom such indemnity may be sought (an “the "Indemnifying Party”") in writing and the Indemnifying Party Party, upon request of the Indemnified Party, shall assume the defense thereof, including the employment of retain counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, that the failure of any Indemnified Party to give such notice will not relieve such represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and shall pay the fees and disbursements of any obligations under Section 2.8 or 2.9, except such counsel related to the extent such Indemnifying Party is materially prejudiced by such failureproceeding. In any such proceeding, 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 the named parties to any such proceeding (including any impleaded parties) include both the Indemnified Party by the counsel retained by and the Indemnifying Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall not, in respect of the legal expenses of any Indemnified Party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such the Indemnified PartiesParty, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified PartiesParty, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Party. 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 agrees to indemnify and hold harmless such the Indemnified Parties Party from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse the Indemnified Party for fees and expenses of counsel as contemplated by the second and third sentences of this Section 10, the Indemnifying Party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 Business Days after receipt by such Indemnifying Party of the aforesaid request and (ii) such Indemnifying Party shall not have reimbursed the Indemnified Party in accordance with such request prior to the date of such settlement. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, 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 on claims that are the subject matter of such proceeding without any admission of liability by such Indemnified Partyproceeding.

Conduct of Indemnification Proceedings. In Any Person entitled to indemnification hereunder will (i) give prompt notice to the Issuer or holder of Registrable Securities, as the case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant (in either case, as applicable, an "INDEMNIFYING PARTY"), of any claim with respect to Section 2.8 or 2.9, which it seeks indemnification and (ii) permit such person (an “Indemnified Party”) shall promptly notify the person against whom such indemnity may be sought (an “Indemnifying Party”) in writing and the Indemnifying Party shall to assume the defense thereof, including the employment of such claim with counsel reasonably satisfactory to such Indemnified PartyPerson; PROVIDED, and shall assume the payment of all fees and expenses; provided, howeverHOWEVER, that the failure of any Indemnified Party Person entitled to give such notice will not relieve such Indemnifying Party of any obligations under Section 2.8 or 2.9, except to the extent such Indemnifying Party is materially prejudiced by such failure. In any such proceeding, any Indemnified Party indemnification hereunder shall have the right to retain its own counselemploy separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party Person unless (ia) the Indemnifying Party and has agreed to pay such fees or expenses, (b) the Indemnified Indemnifying Party has failed to assume the defense of such claim or (c) in the reasonable judgment of any such Person, based upon written advice of its counsel, it would be inappropriate under applicable ethical standards for counsel to the Indemnifying Party to represent such Person in the defense of such claim (in which case, if the Person notifies the Indemnifying Party in writing that such Person elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have mutually agreed the right to assume the retention defense of such counsel 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 liability for any settlement made without its consent (but such consent will not be unreasonably withheld). No Indemnifying Party will consent to entry of any judgment or (ii) representation enter into any settlement without the consent of the Indemnified Party which does not include as an unconditional term thereof the giving by the counsel retained by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Any Indemnifying Party would who is not entitled to, or elects not to, assume the defense of a claim will not be inappropriate due obligated to actual or potential differing interests between pay the Indemnified Party and the Indemnified Party. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time counsel for all Persons entitled to indemnification by such Indemnified PartiesIndemnifying Party with respect to such claim in any one jurisdiction, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) unless in the case reasonable judgment of Persons indemnified pursuant such Person a conflict of interest may exist between such Person and any other Person entitled to Section 2.8 hereofindemnification hereunder with respect to such claim, the Selling Holders in which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the Company. 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, event the Indemnifying Party shall indemnify be obligated to pay the fees and hold harmless such Indemnified Parties from and against any loss or liability (to the extent stated above) by reason expenses of such settlement additional counsel or judgment. No Indemnifying Party shallcounsels, without the prior written consent but only of the Indemnified Party, which consent shall not be unreasonably withheld, effect one such additional counsel for each group of similarly situated Persons in 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 without any admission of liability by such Indemnified Partyone jurisdiction.

Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 4.01 or 2.9Section 4.02 hereof, such person Person (an “the "Indemnified Party”") shall promptly notify the person Person against whom such indemnity may be sought (an “the "Indemnifying Party”") in writing and the Indemnifying Party Party, upon the request of the Indemnified Party, shall assume the defense thereof, including the employment of retain counsel reasonably satisfactory to such Indemnified Party, Party to represent such Indemnified Party and any others the Indemnifying Party may designate in such proceeding and shall assume pay the payment of all fees and expenses; provided, however, that the failure disbursements of any Indemnified Party such counsel related to give such notice will not relieve such Indemnifying Party of any obligations under Section 2.8 or 2.9, except to the extent such Indemnifying Party is materially prejudiced by such failureproceeding. In any such proceeding, 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 the named parties to any such proceeding (including any impleaded parties) include both the Indemnified Party by the counsel retained by and the Indemnifying Party and, in the written opinion of counsel for the Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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 consentconsent (not to be unreasonably 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 judgment. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Party.

Conduct of Indemnification Proceedings. In case Each Indemnified Person shall give prompt notice to the party or parties from which such indemnity is sought (the "indemnifying parties") of the commencement of any action or proceeding (including any governmental investigation) shall be instituted involving any person in (collectively "Proceedings" and individually a "Proceeding") with respect of to which indemnity may be sought pursuant to Section 2.8 or 2.9, such person (an “Indemnified Party”) shall promptly notify the person against whom such indemnity may be sought (an “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expensesPerson seeks indemnification or contribution pursuant hereto; provided, however, that the failure of any Indemnified Party so to give such notice will notify the indemnifying parties shall not relieve such Indemnifying Party of the indemnifying parties from any obligations under Section 2.8 obligation or 2.9, liability except to the extent that the indemnifying party was otherwise unaware of such Indemnifying Party is Proceeding and the indemnifying parties shall have been materially prejudiced by such failure. In The indemnifying parties shall have the right, exercisable by giving written notice to an Indemnified Person promptly after the receipt of written notice from such Indemnified Person of such Proceeding, to assume, at the indemnifying parties' expense, the defense of any such proceeding, with counsel reasonably satisfactory to such Indemnified Person and shall pay as incurred the fees and disbursements of such counsel related to such Proceeding; provided, however, that an Indemnified Person or Indemnified Persons (if more than one such Indemnified Person is named in any Indemnified Party Proceeding) 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 at the expense of such Indemnified Party unless Person or Indemnified Persons unless: (i) the Indemnifying Party indemnifying party or parties agree to pay such fees and the Indemnified Party shall have mutually agreed to the retention of such counsel expenses; or (ii) representation the indemnifying parties fail promptly to assume the defense of such Proceeding or fail promptly to employ counsel reasonably satisfactory to such Indemnified Person or Indemnified Persons; or (iii) the named parties to any such action (including any impleaded parties) include both an Indemnified Party by Person and the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party indemnifying party, and the Indemnified Party. It is understood Person or Indemnified Persons shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party or an affiliate of the indemnifying party and such Indemnified Person or Indemnified Persons in conducting the defense of such action or proceeding or that there may be legal defenses available to such Indemnified Person or Indemnified Persons different from or in addition to those available to the indemnifying party or such affiliate, in which case, if such Indemnified Person or Indemnified Persons notifies the indemnifying parties in writing that it elects to employ separate counsel at the expense of the indemnifying parties, the indemnifying parties shall not have the right to assume the defense thereof and such counsel shall be at the expense of the indemnifying parties, it being understood, however, that the Indemnifying Party indemnifying parties shall not, in connection with any proceeding one such Proceeding or separate but substantially similar or related proceedings Proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any together with appropriate local counsel) at any time for all such Indemnified Parties, and that all Person or Indemnified Persons. Whether or not such fees and expenses shall be reimbursed as they are incurred. In defense is assumed by the case of any such separate firm for the Indemnified Partiesindemnifying parties, such firm Indemnifying parties or Indemnified Person or Indemnified Persons will not be subject to any liability for any settlement made without its or their consent (but such consent will not be unreasonably withheld). No indemnifying parry shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the Company. 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, which consent shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Party.such

Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 2.8 or 2.9this Article 5, such person (an “Indemnified Party”"INDEMNIFIED PARTY") shall promptly notify the person against whom such indemnity may be sought (an “Indemnifying Party”the "INDEMNIFYING PARTY") in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, PROVIDED that the failure of any Indemnified Party so to give such notice will notify the Indemnifying Party shall not relieve such the Indemnifying Party of any its obligations under Section 2.8 or 2.9, hereunder except to the extent such that the Indemnifying Party is materially prejudiced by such failurefailure to notify. In any such proceeding, 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) in the reasonable judgment of such Indemnified Party representation of the Indemnified Party both parties by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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, which consent shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Partyproceeding.

Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 5.3(a) or 2.9Section 5.3(b), such person Person (an “Indemnified Party”the "INDEMNIFIED PARTY") shall promptly notify the person Person against whom such indemnity may be sought (an “Indemnifying Party”the "INDEMNIFYING PARTY") in writing and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of such proceeding and retain counsel reasonably satisfactory to such Indemnified Party, Party to represent such Indemnified Party and any others the Indemnifying Party may designate in such proceeding and shall assume pay the payment of all fees and expenses; provided, however, that the failure disbursements of any Indemnified Party such counsel related to give such notice will not relieve such Indemnifying Party of any obligations under Section 2.8 or 2.9, except to the extent such Indemnifying Party is materially prejudiced by such failureproceeding. In any such proceeding, 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 the named parties to any such proceeding (including any impleaded parties) include both the Indemnified Party by the counsel retained by and the Indemnifying Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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, which consent shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Party.

Conduct of Indemnification Proceedings. Promptly after receipt by an Indemnified Party hereunder of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Article II, such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided, that the failure of the Indemnified Party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Article II, except to the extent that the indemnifying party is prejudiced by such failure to give notice. In case any proceeding (including any governmental investigation) shall be instituted involving any person such action is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment, based on advice of counsel, a conflict of interest between such Indemnified Party and indemnifying party may reasonably exist in respect of which indemnity may such claim, the indemnifying party will be sought pursuant entitled to Section 2.8 or 2.9, such person (an “Indemnified Party”) shall promptly notify the person against whom such indemnity may be sought (an “Indemnifying Party”) participate in writing and the Indemnifying Party shall to assume control of the defense thereof, including jointly with any other indemnifying party similarly notified to the employment of extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and shall assume after notice from the payment of all fees and expenses; provided, however, that the failure of any Indemnified Party indemnifying party to give such notice will not relieve such Indemnifying Party of any obligations under Section 2.8 or 2.9, except to the extent such Indemnifying Party is materially prejudiced by such failure. In any such proceeding, 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) of its election so to assume the Indemnifying Party and defense thereof, the indemnifying party will not be liable to such Indemnified Party shall have mutually agreed to the retention of such counsel for any legal or (ii) representation of the Indemnified Party other expenses subsequently incurred by the counsel retained by latter in connection with the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partydefense thereof other than reasonable costs of investigation. It is understood and agreed that the Indemnifying Party indemnifying person shall not, in connection with any proceeding or related proceedings proceeding in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any Any such separate firm (x) for the any Covered Person, its affiliates, directors and officers and any control persons of such Indemnified Parties, such firm Party shall be designated in writing by KKR Holdings, (iy) in all other cases shall be designated in writing by the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyManaging Partner. The Indemnifying Party indemnifying person shall not be liable for any settlement or compromise of any proceeding a claim, suit, investigation or proceeding, which is effected without its written consent, consent (which consent shall not be unreasonably withheld), but if settled or compromised with such consent, or if there be a final judgment for the plaintiff, the Indemnifying indemnifying person agrees to indemnify each Indemnified 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 judgmentcompromise. No Indemnifying Party indemnifying person shall, without the prior written consent of the Indemnified Party, Party (which consent shall not be unreasonably withheld), effect any settlement or compromise of any pending or threatened claim, suit, investigation or proceeding in respect of which any Indemnified Party is or could have been a party and indemnity indemnification could have been sought hereunder by such Indemnified Party, unless such settlement (A) includes an unconditional release of such Indemnified Party Party, in form and substance reasonably satisfactory to such Indemnified Party, from all liability arising out on claims that are the subject matter of such proceeding without claim, suit, investigation or proceeding, (B) does not include any statement as to or any admission of liability fault, culpability or a failure to act by or on behalf of any Indemnified Party, and (C) does not impose on such Indemnified PartyParty any liability or other obligation other than the payment of monetary sums that will be fully paid by or on behalf of the indemnifying party.

Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 4.01 or 2.94.2, such person Person (an “the "Indemnified Party”") shall promptly notify the person Person against whom such indemnity may be sought (an “the "Indemnifying Party”") in writing and the Indemnifying Party Party, upon the request of the Indemnified Party, shall assume the defense thereof, including the employment of retain counsel reasonably satisfactory to such Indemnified Party, Party to represent such Indemnified Party and any others the Indemnifying Party may designate in such proceeding and shall assume pay the payment of all fees and expenses; provided, however, that the failure disbursements of any Indemnified Party such counsel related to give such notice will not relieve such Indemnifying Party of any obligations under Section 2.8 or 2.9, except to the extent such Indemnifying Party is materially prejudiced by such failureproceeding. In any such proceeding, 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 the named parties to any such proceeding (including any impleaded parties) include both the Indemnified Party by the counsel retained by and the Indemnifying Party would and representation of both parties by the same counsel would, in the opinion of counsel reasonably acceptable to the Indemnifying Party, be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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, which consent shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Party.

Conduct of Indemnification Proceedings. In case If any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which proceeding indemnity may be sought pursuant to Section 2.8 or 2.9this Article 2, such person Person (an “Indemnified Party”) shall promptly notify the person Person against whom such indemnity may be sought (an the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, provided that the failure of any Indemnified Party so to give such notice will notify the Indemnifying Party shall not relieve such the Indemnifying Party of any its obligations under Section 2.8 or 2.9, hereunder except to the extent such and only to the extent that the Indemnifying Party is materially prejudiced by such failurefailure to notify. In any such proceeding, 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) in the reasonable judgment of such Indemnified Party, representation of the Indemnified Party both parties by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall notthat, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any one separate 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. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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 Without the prior written consent of the Indemnified Party, which consent no Indemnifying Party shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Partyproceeding.

Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 or 2.9this Article 4, such person Person (an “Indemnified Party”) shall promptly notify the person Person against whom such indemnity may be sought (an the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, provided that the failure of any Indemnified Party so to give such notice will notify the Indemnifying Party shall not relieve such the Indemnifying Party of any its obligations under Section 2.8 or 2.9, hereunder except to the extent such that the Indemnifying Party is materially prejudiced by such failurefailure to notify. In any such proceeding, 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) in the reasonable judgment of such Indemnified Party representation of the Indemnified Party both parties by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall notthat, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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 Without the prior written consent of the Indemnified Party, which consent no Indemnifying Party shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Partyproceeding.

Conduct of Indemnification Proceedings. In case If any proceeding (including any governmental investigation) Proceeding shall be instituted involving brought or asserted against any person in respect of which Person entitled to indemnity may be sought pursuant to Section 2.8 or 2.9, such person hereunder (an “Indemnified Party”) ), such Indemnified Party shall promptly notify the person against Person from whom such indemnity may be is sought (an the “Indemnifying Party”) in writing writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of one counsel reasonably satisfactory to such the Indemnified Party, Party and shall assume the payment of all reasonable and documented fees and expenses; provided, however, that the expenses incurred in connection with defense thereof. The failure of any Indemnified Party to give such notice will not as provided herein shall relieve such the Indemnifying Party of any its obligations under this Section 2.8 or 2.96, except only to the extent that, the failure to give such Indemnifying Party notice is materially prejudiced by prejudicial or harmful to an Indemnifying Party’s ability to defend such failureaction. In No Indemnifying Party, in the defense of any such proceedingclaim or litigation, any shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 6 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Section 6(c) shall be in addition to any other indemnification rights or agreements that an Indemnified Party may have. An Indemnified Party (together with all other Indemnified Parties) shall have the right to retain its own one separate counsel, but with the reasonable fees and expenses to be paid by the Indemnifying Party, if representation 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 the Indemnified Party by the counsel retained by the Indemnifying Party would be reasonably inappropriate due to actual or potential differing conflicting interests between the such Indemnified Party and the Indemnified Partyany other party represented by such counsel in such proceeding. It If such defense is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereofassumed, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the Company. The Indemnifying Party shall not be liable subject to any liability for any settlement of any proceeding effected made by the Indemnified Party without its written consent, which consent (but such consent shall not be unreasonably withheld, but if settled with such consentconditioned or delayed). Subject to the terms of this Agreement, or if there be a final judgment for all documented fees and expenses of the plaintiff, the Indemnifying Indemnified Party shall indemnify (including reasonable fees and hold harmless such Indemnified Parties from and against any loss or liability (expenses to the extent stated aboveincurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section 6(c)) by reason of such settlement or judgment. No Indemnifying Party shall, without the prior written consent of shall be paid to the Indemnified Party, as incurred, within twenty (20) Trading Days of written notice thereof to the Indemnifying Party; provided, that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such actions for which consent shall not be unreasonably withheld, effect any settlement of any pending or threatened proceeding in respect of which any such 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 without any admission of liability by such Indemnified Partyfinally judicially determined to not be entitled to indemnification hereunder.

Conduct of Indemnification Proceedings. In case If any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 or 2.9this Article 7, such person Person (an “Indemnified Party”) shall promptly notify the person Person against whom such indemnity may be sought (an the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, provided that the failure of any Indemnified Party so to give such notice will notify the Indemnifying Party shall not relieve such the Indemnifying Party of any its obligations under Section 2.8 or 2.9, hereunder except to the extent such that the Indemnifying Party is materially prejudiced by such failurefailure to notify. In any such proceeding, 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) in the reasonable judgment of such Indemnified Party, representation of the Indemnified Party both parties by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall notthat, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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 Damages (to the extent stated above) by reason of such settlement or judgment. No Indemnifying Party shall, without Without the prior written consent of the Indemnified Party, which consent no Indemnifying Party shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Partyproceeding.

Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 4.1 or 2.9Section 4.2, such person Person (an “the "Indemnified Party”") shall promptly notify the person Person against whom such indemnity may be sought (an “the "Indemnifying Party”") in writing and the Indemnifying Party Party, upon the request of the Indemnified Party, shall assume the defense thereof, including the employment of retain counsel reasonably satisfactory to such Indemnified Party, Party to represent such Indemnified Party and any others the Indemnifying Party may designate in such proceeding and shall assume pay the payment of all fees and expenses; provided, however, that the failure disbursements of any Indemnified Party such counsel related to give such notice will not relieve such Indemnifying Party of any obligations under Section 2.8 or 2.9, except to the extent such Indemnifying Party is materially prejudiced by such failureproceeding. In any such proceeding, 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 the named parties to any such proceeding (including any impleaded parties) include both the Indemnified Party by the counsel retained by and the Indemnifying Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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, which consent shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Party.

Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 4.01 or 2.94.02, such person Person (an “the "Indemnified Party”") shall ----------------- promptly notify the person Person against whom such indemnity may be sought (an “the "Indemnifying Party”") in writing and the ------------------ Indemnifying Party Party, upon the request of the Indemnified Party, shall assume the defense thereof, including the employment of retain counsel reasonably satisfactory to such Indemnified Party, Party to represent such Indemnified Party and any others the Indemnifying Party may designate in such proceeding and shall assume pay the payment of all fees and expenses; provided, however, that the failure disbursements of any Indemnified Party such counsel related to give such notice will not relieve such Indemnifying Party of any obligations under Section 2.8 or 2.9, except to the extent such Indemnifying Party is materially prejudiced by such failureproceeding. In any such proceeding, 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 the named parties to any such proceeding (including any impleaded parties) include both the Indemnified Party by the counsel retained by and the Indemnifying Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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, which consent shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Party.

Conduct of Indemnification Proceedings. In case If any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 or 2.9this Article 2, such person Person (an “Indemnified Party”) shall promptly notify the person Person against whom such indemnity may be sought (an the “Indemnifying Party”) in writing and the Indemnifying Party Party, upon the request of the Indemnified Party, shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, provided that the failure of any Indemnified Party so to give such notice will notify the Indemnifying Party shall not relieve such the Indemnifying Party of any its obligations under Section 2.8 or 2.9, hereunder except to the extent such that the Indemnifying Party is materially prejudiced by such failurefailure to notify. In any such proceeding, 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) in the reasonable judgment of such Indemnified Party representation of the Indemnified Party both parties by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall notthat, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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 Without the prior written consent of the Indemnified Party, which consent no Indemnifying Party shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Party.

Conduct of Indemnification Proceedings. Promptly after receipt by an Indemnified Party hereunder of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Article II, such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided, that the failure of the Indemnified Party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Article II, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice. In case any proceeding (including any governmental investigation) shall be instituted involving any person such action is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified Party and indemnifying parties may exist in respect of which indemnity may such claim, the indemnifying party will be sought pursuant entitled to Section 2.8 or 2.9, such person (an “Indemnified Party”) shall promptly notify the person against whom such indemnity may be sought (an “Indemnifying Party”) participate in writing and the Indemnifying Party shall to assume the defense thereof, including jointly with any other indemnifying party similarly notified to the employment of extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and shall assume after notice from the payment of all fees and expenses; provided, however, that the failure of any Indemnified Party indemnifying party to give such notice will not relieve such Indemnifying Party of any obligations under Section 2.8 or 2.9, except to the extent such Indemnifying Party is materially prejudiced by such failure. In any such proceeding, 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) of its election so to assume the Indemnifying Party and defense thereof, the indemnifying party will not be liable to such Indemnified Party shall have mutually agreed to the retention of such counsel for any legal or (ii) representation of the Indemnified Party other expenses subsequently incurred by the counsel retained by latter in connection with the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partydefense thereof other than reasonable costs of investigation. It is understood and agreed that the Indemnifying Party indemnifying person shall not, in connection with any proceeding or related proceedings proceeding in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any Any such separate firm (x) for the any Covered Person, its affiliates, directors and officers and any control persons of such Indemnified Parties, such firm Party shall be designated in writing by such Cover Person, (iy) in all other cases shall be designated in writing by the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyBoard. The Indemnifying Party indemnifying person 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, consent or if there be a final judgment for the plaintiff, the Indemnifying indemnifying person agrees to indemnify each Indemnified 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 indemnifying person shall, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, 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 indemnification could have been sought hereunder by such Indemnified Party, unless such settlement (A) includes an unconditional release of such Indemnified Party Party, in form and substance reasonably satisfactory to such Indemnified Party, from all liability arising out on claims that are the subject matter of such proceeding without and (B) does not include any statement as to or any admission of liability fault, culpability or a failure to act by such or on behalf of any Indemnified Party.

Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 5.01 or 2.9Section 5.02, such person Person (an “the "Indemnified Party”") shall promptly notify the person Person against whom such indemnity may be sought (an “the "Indemnifying Party”") in writing and the Indemnifying Party Party, upon the request of the Indemnified Party, shall assume the defense thereof, including the employment of retain counsel reasonably satisfactory to such Indemnified Party, Party to represent such Indemnified Party and any others the Indemnifying Party may designate in such proceeding and shall assume pay the payment of all fees and expenses; provided, however, that the failure disbursements of any Indemnified Party such counsel related to give such notice will not relieve such Indemnifying Party of any obligations under Section 2.8 or 2.9, except to the extent such Indemnifying Party is materially prejudiced by such failureproceeding. In any such proceeding, 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 the named parties to any such proceeding (including any impleaded parties) include both the Indemnified Party by the counsel retained by and the Indemnifying Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. The Indemnifying Party party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall will 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, which consent shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Party.

Conduct of Indemnification Proceedings. In case If any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 or 2.9this Article 2, such person Person (an “Indemnified Party”) shall promptly notify the person Person against whom such indemnity may be sought (an the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, provided that the failure of any Indemnified Party so to give such notice will notify the Indemnifying Party shall not relieve such the Indemnifying Party of any its obligations under Section 2.8 or 2.9, hereunder except to the extent such that the Indemnifying Party is materially prejudiced by such failurefailure to notify. In any such proceeding, 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) in the reasonable judgment of such Indemnified Party representation of the Indemnified Party both parties by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall notthat, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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 Without the prior written consent of the Indemnified Party, which consent no Indemnifying Party shall not be unreasonably withheld, 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 without and does not include any admission statement of liability by such culpability on the part of the Indemnified Party.

Conduct of Indemnification Proceedings. In case If any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 or 2.9this Article 3, such person Person (an “Indemnified Party”) shall promptly notify the person Person against whom such indemnity may be sought (an the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, provided that the failure of any Indemnified Party so to give such notice will notify the Indemnifying Party shall not relieve such the Indemnifying Party of any its obligations under Section 2.8 or 2.9, hereunder except to the extent such that the Indemnifying Party is materially prejudiced by such failurefailure to notify. In any such proceeding, 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) in the reasonable judgment of such Indemnified Party representation of the Indemnified Party both parties by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall notthat, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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 Damages (to the extent stated above) by reason of such settlement or judgment. No Indemnifying Party shall, without Without the prior written consent of the Indemnified Party, which consent no Indemnifying Party shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Partyproceeding.

Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 2.8 4.01 or 2.94.02, such person (an “the "Indemnified Party”") shall promptly notify the person Person against whom such indemnity may be sought (an “the "Indemnifying Party”") in writing and the Indemnifying Party Party, upon the request of the Indemnified Party, shall assume the defense thereof, including the employment of retain counsel reasonably satisfactory to such Indemnified Party, Party to represent such Indemnified Party and any others the Indemnifying Party may designate in such proceeding and shall assume pay the payment of all fees and expenses; provided, however, that the failure disbursements of any Indemnified Party such counsel related to give such notice will not relieve such Indemnifying Party of any obligations under Section 2.8 or 2.9, except to the extent such Indemnifying Party is materially prejudiced by such failureproceeding. In any such proceeding, 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 the named parties to any such proceeding (including any impleaded parties) include both the Indemnified Party by the counsel retained by and the Indemnifying Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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, which consent shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Party.

Conduct of Indemnification Proceedings. In case any proceeding (including any governmental govern- mental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 5.01 or 2.9Section 5.02, such person Person (an “the "Indemnified Party”") shall promptly notify the person Person against whom such indemnity may be sought (an “the "Indemnifying Party”") in writing and the Indemnifying Party Party, upon the request of the Indemnified Party, shall assume the defense thereof, including the employment of retain counsel reasonably satisfactory to such Indemnified Party, Party to represent such Indemnified Party and any others the Indemnifying Party may designate in such proceeding and shall assume pay the payment of all fees and expenses; provided, however, that the failure disbursements of any Indemnified Party such counsel related to give such notice will not relieve such Indemnifying Party of any obligations under Section 2.8 or 2.9, except to the extent such Indemnifying Party is materially prejudiced by such failureproceeding. In any such proceeding, 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 the named parties to any such proceeding (including any impleaded parties) include both the Indemnified Party by the counsel retained by and the Indemnifying Party and, in the written opinion of counsel for the Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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 consentconsent (not to be unreasonably 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 judgment. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Party.

Conduct of Indemnification Proceedings. In case If any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 or 2.9this Article IV, such person Person (an “Indemnified Party”) shall promptly notify the person Person against whom such indemnity may be sought (an the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, provided that the failure of any Indemnified Party so to give such notice will notify the Indemnifying Party shall not relieve such the Indemnifying Party of any its obligations under Section 2.8 or 2.9, hereunder except to the extent such that the Indemnifying Party is materially prejudiced by such failurefailure to notify. In any such proceeding, 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 counsel, (iib) in the reasonable judgment of such Indemnified Party representation of the Indemnified Party both parties by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between them, including one or more defenses or counterclaims that are different from or in addition to those available to the Indemnified Indemnifying Party, or (c) the Indemnifying Party and shall have failed to assume the Indemnified Partydefense within thirty (30) days of notice pursuant to this Section 4.03. It is understood that the Indemnifying Party shall notthat, in connection with any proceeding or related -32- SC1:3469153.8 proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall (such consent not to 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 Without the prior written consent of the Indemnified Party, which consent no Indemnifying Party shall not be unreasonably withheld, 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 (x) includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding without proceeding, and (y) does not include any admission of liability by injunctive or other equitable or non-monetary relief applicable to or affecting such Indemnified Party.

Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 6(e) or 2.96(f), such person Person (an the “Indemnified Party”) shall promptly notify the person Person against whom such indemnity Indemnity may be sought (an the “Indemnifying Party”) in writing and the Indemnifying Party Party, upon the request of the Indemnified Party, shall assume the defense thereof, including the employment of retain counsel reasonably satisfactory to such Indemnified Party, Party to represent such Indemnified Party and any others the Indemnifying Party may designate in such proceeding and shall assume pay the payment of all fees and expenses; provided, however, that the failure disbursements of any Indemnified Party such counsel related to give such notice will not relieve such Indemnifying Party of any obligations under Section 2.8 or 2.9, except to the extent such Indemnifying Party is materially prejudiced by such failureproceeding. In any such proceeding, 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 the named parties to any such proceeding (including any impleaded parties) include both the Indemnified Party by the counsel retained by and the Indemnifying Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one two separate firm firms of attorneys (in addition to any local counsellegal counsel to such Indemnifying Party) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. The Indemnifying Party Parties 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 by 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, which consent shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Party.

Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 2.8 2.5 or 2.92.6, such person (an “Indemnified Party”) shall promptly notify the person against whom such indemnity may be sought (an “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, that the failure of any Indemnified Party to give such notice will not relieve such Indemnifying Indemnified Party of any obligations under Section 2.8 2.5 or 2.92.6, except to the extent such Indemnifying Indemnified Party is materially prejudiced by such failure. In any such proceeding, 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 the Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Party. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 2.5 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement Holder, and (ii) in the case of Persons indemnified pursuant to Section 2.92.6, the Company. 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, which consent shall not be unreasonably withheld, delayed or conditioned, consent to any entry of judgment or 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 without any admission of liability by such Indemnified Partyproceeding.

Conduct of Indemnification Proceedings. In case If any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 or 2.9this Annex A, such person Person (an “Indemnified Party”) shall promptly notify the person Person against whom such indemnity may be sought (an the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, provided that the failure of any Indemnified Party so to give such notice will notify the Indemnifying Party shall not relieve such the Indemnifying Party of any its obligations under Section 2.8 or 2.9, hereunder except to the extent such that the Indemnifying Party is materially prejudiced by such failurefailure to notify. In any such proceeding, 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) in the reasonable judgment of such Indemnified Party representation of the Indemnified Party both parties by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall notthat, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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 Without the prior written consent of the Indemnified Party, which consent no Indemnifying Party shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Partyproceeding.

Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 2.8 or 2.9, this Article 2 such person (an “Indemnified Party”"INDEMNIFIED PARTY") shall promptly notify the person against whom such indemnity may be sought (an “Indemnifying Party”the "INDEMNIFYING PARTY") in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, provided that the failure of any Indemnified Party so to give such notice will notify the Indemnifying Party shall not relieve such the Indemnifying Party of any its obligations under Section 2.8 or 2.9, hereunder except to the extent such that the Indemnifying Party is materially prejudiced by such failurefailure to notify. In any such proceeding, 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 the Indemnifying Party and the Indemnified Party are named parties to any such proceeding and representation of both parties by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It Except as provided above, it is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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, which consent shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Partyproceeding.

Conduct of Indemnification Proceedings. In case Any Person entitled to indemnification hereunder (the "Indemnified Party") agrees to give prompt written notice to the indemnifying party (the "Indemnifying Party") after the receipt by the Indemnified Party of any proceeding (including written notice of the commencement of any governmental investigation) shall be instituted involving any person action, suit, proceeding, or investigation or threat thereof made in respect of writing for which indemnity may be sought the Indemnified Party intends to claim indemnification or contribution pursuant to Section 2.8 or 2.9, such person (an “Indemnified Party”) shall promptly notify the person against whom such indemnity may be sought (an “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expensesthis Agreement; provided, however, that the failure of any Indemnified so to notify the Indemnifying Party to give such notice will shall not relieve such the Indemnifying Party of any obligations under Section 2.8 or 2.9, except liability that it may have to the extent Indemnified Party hereunder unless such Indemnifying Party is materially prejudiced by such failure. In If notice of commencement of any such proceedingaction 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 chosen by it and reasonably satisfactory to such Indemnified Party. The Indemnified Party shall have the right to retain its own counselemploy separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at paid by the expense of such Indemnified Party unless (i) the Indemnifying Party and agrees to pay the same, (ii) the Indemnifying Party fails to assume the defense of such action with counsel satisfactory to the Indemnified Party shall have mutually agreed in its reasonable judgment, or (iii) the named parties to any such action (including, but not limited to, any impleaded parties) reasonably believe that the retention representation of such counsel or (ii) representation of the Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Party. It is understood Indemnifying Party by the same counsel would be inappropriate under applicable standards of professional conduct; provided, however, that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in only have to pay the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time counsel for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredParties in each jurisdiction. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and clauses (ii) in the case of Persons indemnified pursuant to Section 2.9and (iii) above, the Company. The Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Party. No Indemnifying Party shall be liable for any settlement of any proceeding effected entered into 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, which effect the settlement or compromise of, or consent shall not be unreasonably withheldto the entry of any judgment with respect to, effect any settlement of any pending or threatened proceeding action or claim in respect of which any indemnification or contribution may be sought hereunder (whether or not the Indemnified Party is an actual or could have been a potential party and indemnity could have been sought hereunder by to such Indemnified Party, action or claim) unless such settlement settlement, compromise, or judgment (A) includes an unconditional release of such the Indemnified Party from all liability arising out of such proceeding without action or claim and (B) does not include a statement as to, or an admission of, fault, culpability, or a failure to act by or on behalf of any admission of liability by Indemnified Party. The rights afforded to any Indemnified Party hereunder shall be in addition to any rights that such Indemnified PartyParty may have at common law, by separate agreement, or otherwise.

Conduct of Indemnification Proceedings. In case If any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 or 2.9this Article 5, such person Person (an “Indemnified Party”) shall promptly notify the person Person against whom such indemnity may be sought (an the “Indemnifying Party”) in writing and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall have the right to assume the payment of all fees and expenses; provided, however, that the failure of any Indemnified Party so to give such notice will notify the Indemnifying Party shall not relieve such the Indemnifying Party of any its obligations under Section 2.8 or 2.9, hereunder except to the extent such that the Indemnifying Party is materially prejudiced by such failurefailure to notify. In any such proceeding, 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 counsel, or (ii) in the reasonable judgment of such Indemnified Party representation of the Indemnified Party both parties by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall notthat, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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 Damages (to the extent stated above) by reason of such settlement or judgment. No Indemnifying Party shall, without Without the prior written consent of the Indemnified Party, which consent no Indemnifying Party shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Partyproceeding.

Conduct of Indemnification Proceedings. In case any claim is asserted or any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 2.11 or 2.9Section 2.12, such person (an “Indemnified Party”) shall promptly notify in writing the person Person against whom such indemnity may be sought (an “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses); provided, however, that the failure of any Indemnified omission so to notify the Indemnifying Party to give such notice will shall not relieve such the Indemnifying Party of any obligations under Section 2.8 or 2.9, except liability which it may have to such Indemnified Party expect to the extent such that the Indemnifying Party is materially was prejudiced by such failurefailure to notify. The Indemnifying Party, upon request of the Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party to represent (subject to the following sentences of this section) the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, 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 the named parties to any such proceeding (including any impleaded parties) include both the Indemnified Party by the counsel retained by and the Indemnifying Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests or legal defenses between them and, in all such cases, the Indemnified Indemnifying Party shall only be responsible for the reasonable fees and the Indemnified Partyexpenses of such counsel. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate law firm of attorneys (in addition to any local counsel) at any time for all such Indemnified PartiesParties not having actual or potential differing interests or legal defenses among them, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof2.11, the Selling Holders which that owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.92.12, the Company. 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, which consent shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Party.

Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 or 2.9either of the two preceding paragraphs, such person Person (an “the "Indemnified Party”") shall promptly notify the person Person against whom such indemnity may be sought (an “the "Indemnifying Party”") in writing and the writing, but failure so to notify an Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, that the failure of any Indemnified Party to give such notice will not relieve such Indemnifying Party of from any obligations under Section 2.8 or 2.9, except liability hereunder to the extent such it is not materially prejudiced as a result thereof. The Indemnifying Party, upon request of the Indemnified Party, shall retain counsel satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party is materially prejudiced by may designate in such failureproceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, 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 to such counsel or (ii) representation of 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 retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between them, or (iii) the Indemnifying Party shall not have employed counsel satisfactory to the Indemnified Party and to represent the Indemnified PartyParty within a reasonable time after notice of commencement of the action. It is understood that the Indemnifying Party shall not, in respect of the legal expenses of any Indemnified Party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all indemnified parties under Section 5(a) or 5(b) hereof who are parties to such Indemnified Partiesproceeding or proceedings, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the Company. 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, consent or if there be a final judgment for the plaintiff, the Indemnifying Party shall agrees to indemnify and hold harmless such the Indemnified Parties Party from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse the Indemnified Party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, such Indemnifying Party agrees that it shall be liable for any settlements of any proceeding effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such Indemnifying Party of the aforesaid request and (ii) such Indemnifying Party shall not have reimbursed the Indemnified Party in accordance with such request prior to the date of such settlement. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, 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 on claims that are the subject matter of such proceeding without any admission of liability by such Indemnified Partyproceeding.

Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 4.01 or 2.9Section 4.02, such person Person (an “the "Indemnified Party”") shall promptly notify the person Person against whom such indemnity may be sought (an “the "Indemnifying Party”") in writing and the Indemnifying Party Party, upon the request of the Indemnified Party, shall assume the defense thereof, including the employment of retain counsel reasonably satisfactory to such Indemnified Party, Party to represent such Indemnified Party and any others the Indemnifying Party may designate in such proceeding and shall assume pay the payment of all reasonable fees and expenses; provided, however, that the failure disbursements of any Indemnified Party such counsel related to give such notice will not relieve such Indemnifying Party of any obligations under Section 2.8 or 2.9, except to the extent such Indemnifying Party is materially prejudiced by such failureproceeding. In any such proceeding, 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 the named parties to any such proceeding (including any impleaded parties) include both the Indemnified Party by the counsel retained by and the Indemnifying Party and, in the written opinion of counsel for the Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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 consentconsent (not to be unreasonably 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 judgment. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Party.

Conduct of Indemnification Proceedings. In case If any proceeding (including any governmental investigation) shall be instituted involving any person Indemnified Party in respect of which indemnity may be sought pursuant to Section 2.8 or 2.94.01 through Section 4.12, such person (an “Indemnified Party”) Party shall promptly notify the person Person against whom such indemnity may be sought (an the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, provided that the failure of any Indemnified Party so to give such notice will notify the Indemnifying Party shall not relieve such the Indemnifying Party of any its obligations under Section 2.8 or 2.9, hereunder except to the extent such that the Indemnifying Party is materially prejudiced by such failurefailure to notify. In any such proceeding, 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) in the reasonable judgment of such Indemnified Party, representation of the Indemnified Party both parties by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall notthat, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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 Damages (to the extent stated above) by reason of such settlement or judgment. No Indemnifying Party shall, without Without the prior written consent of the Indemnified Party, which consent no Indemnifying Party shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Partyproceeding.

Conduct of Indemnification Proceedings. In case If any proceeding (including any governmental investigationinvestigation by any Governmental Authority) shall be instituted involving any person Person in respect of which indemnity may be sought pursuant to Section 2.8 5.05 or 2.95.06, such person Person (an “Indemnified Party”) shall promptly notify the person Person against whom such indemnity may be sought (an the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, provided that the failure of any Indemnified Party so to give such notice will notify the Indemnifying Party shall not relieve such the Indemnifying Party of any its obligations under Section 2.8 or 2.9, hereunder except to the extent such that the Indemnifying Party is materially prejudiced by such failurefailure to notify. In any such proceeding, 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 counsel, or (ii) in the reasonable judgment of such Indemnified Party, representation of the Indemnified Party both parties by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the Indemnified Partythem. It is understood that the Indemnifying Party shall notthat, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the CompanyIndemnified Parties. 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 Without the prior written consent of the Indemnified Party, which consent no Indemnifying Party shall not be unreasonably withheld, 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 without any admission of liability by such Indemnified Partyproceeding.