Common use of Control of Defense Clause in Contracts

Control of Defense. Any Person entitled to indemnification under the provisions of this Section shall give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists in respect of such claim, permit such indemnifying party to assume the defense of such claim, with counsel reasonably satisfactory to the indemnified party; and if such defense is so assumed, such indemnifying party shall not enter into any settlement without the consent of the indemnified party (which consent shall not be unreasonably withheld) if such settlement attributes liability to the indemnified party and such indemnifying party shall not be subject to any liability for any settlement made without its consent (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any registration statement provided for under Section shall so provide if the underwriter or underwriters so require. In the event an indemnifying party shall not be entitled, or elects not, to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified by such indemnifying party in respect of such claim, unless in the reasonable judgment of any such indemnified party a conflict of interest exists between such indemnified party and any other of such indemnified parties in respect to such claim.

Control of Defense. Any Person entitled to indemnification under the provisions of this Section 3.6 shall give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists may exist in respect of such claim, permit such indemnifying party to assume the defense of such claim, with counsel reasonably satisfactory to the indemnified party; and if such defense is so assumed, such indemnifying party shall not enter into any settlement without the consent of the indemnified party (which consent shall not be unreasonably withheld) if such settlement attributes liability to the indemnified party and such indemnifying party shall not be subject to any liability for any settlement made without its consent (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any registration statement provided for under this Section 3 shall so provide if the underwriter or underwriters so requireprovide. In the event an indemnifying party shall not be entitled, or elects not, to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified by such indemnifying party in respect of such claim, unless in the reasonable judgment of any such indemnified party a conflict of interest exists may exist between such indemnified party and any other of such indemnified parties in respect to such claim.

Control of Defense. Any Person entitled to indemnification under the provisions of this Section 3.7 shall give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists may exist in respect of such claim, permit such indemnifying party to assume the defense of such claim, with counsel reasonably satisfactory to the indemnified party; and if such defense is so assumed, such indemnifying party shall not enter into any settlement without the consent of the indemnified party (which consent shall not be unreasonably withheld) if such settlement attributes liability to the indemnified party and such indemnifying party shall not be subject to any liability for any settlement made without its consent (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any registration statement provided for under this Section 3 shall so provide if the underwriter or underwriters so requireprovide. In the event an indemnifying party shall not be entitled, or elects not, to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified by such indemnifying party in respect of such claim, unless in the reasonable judgment of any such indemnified party a conflict of interest exists may exist between such indemnified party and any other of such indemnified parties in respect to such claim.

Control of Defense. Any Person entitled to indemnification under the provisions of this Section 6.7 shall give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists may exist in respect of such claim, permit such indemnifying party to assume the defense of such claim, with counsel reasonably satisfactory to the indemnified party; and if such defense is so assumed, such indemnifying party shall not enter into any settlement without the consent of the indemnified party (which consent shall not be unreasonably withheld) if such settlement attributes liability to the indemnified party and such indemnifying party shall not be subject to any liability for any settlement made without its consent (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any registration statement provided for under this Section 6 shall so provide if the underwriter or underwriters so requireprovide. In the event an indemnifying party shall not be entitled, or elects not, to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified by such indemnifying party in respect of such claim, unless in the reasonable judgment of any such indemnified party a conflict of interest exists may exist between such indemnified party and any other of such indemnified parties in respect to such claim.

Control of Defense. Any Person entitled to indemnification under the provisions of this Section 6.7 shall give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification and unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists may exist in respect of such claim, permit such indemnifying party to assume the defense of such claim, with counsel reasonably satisfactory to the indemnified party; and if such defense is so assumed, such indemnifying party shall not enter into any settlement without the consent of the indemnified party (which consent shall not be unreasonably withheld) if such settlement attributes liability to the indemnified party and such indemnifying party shall not be subject to any liability for any settlement made without its consent (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any registration statement provided for under this Section 6 shall so provide if the underwriter or underwriters so requireprovide. In the event an indemnifying party shall not be entitled, or elects not, to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified by such indemnifying party in respect of such claim, unless in the reasonable judgment of any such indemnified party a conflict of interest exists may exist between such indemnified party and any other of such indemnified parties in respect to such claim.

Control of Defense. Any Person entitled to indemnification under the provisions of this Section shall give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and unless in the named party to any such action includes both the Company and the indemnified party and counsel for such indemnified party's party has advised the indemnified party that in its reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists may exist in respect of such claim, permit such indemnifying party to assume the defense of such claim, with counsel reasonably satisfactory to the indemnified party; and if such defense is so assumed, such indemnifying party shall not enter into any settlement without the consent of the indemnified party (which consent shall not be unreasonably withheld) if such settlement attributes liability to the indemnified party and such indemnifying party shall not be subject to any liability for any settlement made without its consent (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any registration statement provided for under this Section 6 shall so provide if the underwriter or underwriters so requireprovide. In the event an indemnifying party shall not be entitled, or elects not, to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified by such indemnifying party in respect of such claim, unless in the reasonable judgment of any expressed in writing by counsel to such indemnified party a conflict of interest exists may exist between such indemnified party and any other of such indemnified parties in respect to such claim.

Control of Defense. Any Person entitled to indemnification under ------------------ the provisions of this Section 1.5 shall give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification and unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists may exist in respect of such claim, permit such indemnifying party to assume the defense of such claimclaim at the expense of such indemnifying party, with counsel reasonably satisfactory to the indemnified party; and if . If such defense is so assumed, such indemnifying party shall not be liable to such indemnified party for any legal fees and expenses subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable fees of liaison with counsel so selected by the indemnifying party. Neither the indemnified party nor the indemnifying party shall enter into any settlement without the consent of the indemnified other party (which consent shall not be unreasonably withheld) withheld if such settlement attributes does not attribute liability to the indemnified party and such indemnifying party shall not be subject to any liability for any settlement made without its consent (which shall not be unreasonably withheldother party); and any underwriting agreement entered into with respect to any registration statement provided for under this Section 1 shall so provide provide, if required by the underwriter or underwriters so requireunderwriter. In the event an indemnifying party shall not be entitled, or elects not, to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified by such indemnifying party in respect of such claim, unless in the reasonable judgment of any such indemnified party a conflict of interest exists may exist between such indemnified party and any other of such indemnified parties in respect to such claim, in which case the indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel for such indemnified party.

Control of Defense. Any Person entitled to indemnification under the provisions of this Section 1.6 shall give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification and unless in such indemnified party's ’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists may exist in respect of such claim, permit such indemnifying party to assume the defense of such claimclaim at the expense of such indemnifying party, with counsel reasonably satisfactory to the indemnified party; and if . If such defense is so assumed, such indemnifying party shall not be liable to such indemnified party for any legal fees and expenses subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable fees of liaison with counsel so selected by the indemnifying party. Neither the indemnified party nor the indemnifying party shall enter into any settlement without the consent of the indemnified other party (which consent shall not be unreasonably withheld) withheld if such settlement attributes does not attribute liability to the indemnified party and such indemnifying party shall not be subject to any liability for any settlement made without its consent (which shall not be unreasonably withheldother party); and any underwriting agreement entered into with respect to any registration statement provided for under this Section 1 shall so provide provide, if required by the underwriter or underwriters so requireunderwriter. In the event an indemnifying party shall not be entitled, or elects not, to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified by such indemnifying party in respect of such claim, unless in the reasonable judgment of any such indemnified party a conflict of interest exists may exist between such indemnified party and any other of such indemnified parties in respect to such claim, in which case the indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel for such indemnified party.

Control of Defense. Any Person person entitled to indemnification under the provisions of this Section 3(f) shall give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists may exist in respect of such claim, permit such indemnifying party to assume the defense of such claim, with counsel reasonably satisfactory to the indemnified party; and if such defense is so assumed, such indemnifying party shall not enter into any settlement without the consent of the indemnified party (which consent shall not be unreasonably withheld) if such settlement attributes liability to the indemnified party and such indemnifying party shall not be subject to any liability for any settlement made without its consent (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any registration statement provided for under Section this Agreement shall so provide if the underwriter or underwriters so requireprovide. In the event an indemnifying party shall not be entitled, entitled (or elects not, ) to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified by such indemnifying party in respect of such claim, unless in the reasonable judgment of any such indemnified party a conflict of interest exists may exist between such indemnified party and any other of such indemnified parties in respect to such claim.

Control of Defense. Any Person entitled to indemnification under the provisions of this Section 4.5 shall give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification and unless in such indemnified party's ’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists may exist in respect of such claim, permit such indemnifying party to assume the defense of such claimclaim at the expense of such indemnifying party, with counsel reasonably satisfactory to the indemnified party; and if . If such defense is so assumed, such indemnifying party shall not be liable to such indemnified party for any legal fees and expenses subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable fees of liaison with counsel so selected by the indemnifying party. Neither the indemnified party nor the indemnifying party shall enter into any settlement without the consent of the indemnified other party (which consent shall not be unreasonably withheld) withheld if such settlement attributes does not attribute liability to the indemnified party and such indemnifying party shall not be subject to any liability for any settlement made without its consent (which shall not be unreasonably withheldother party); and any underwriting agreement entered into with respect to any registration statement Table of Contents provided for under this Section 4 shall so provide provide, if required by the underwriter or underwriters so requireunderwriter. In the event an indemnifying party shall not be entitled, or elects not, to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified by such indemnifying party in respect of such claim, unless in the reasonable judgment of any such indemnified party a conflict of interest exists may exist between such indemnified party and any other of such indemnified parties in respect to such claim, in which case the indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel for such indemnified party.

Control of Defense. Any Person entitled to indemnification under the provisions of this Section 7.5 shall give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and unless in such counsel for the indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists may exist in respect of such claim, permit such indemnifying party to assume the defense of such claim, with counsel reasonably satisfactory to the indemnified party; and if such defense is so assumed, assumed such indemnifying party shall not enter into any settlement without the consent of the indemnified party (which consent shall not be unreasonably withheld) if such settlement attributes liability to the indemnified party and such indemnifying party shall not be subject to any liability for any settlement made without its consent (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any registration statement provided for under Section this Article VII shall so provide if the underwriter or underwriters so requireprovide. In the event an indemnifying party shall not be entitled, or elects not, to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties holders of registrable Securities indemnified by such indemnifying party in respect of such claim, unless in the reasonable judgment of any such indemnified party a conflict of interest exists may exist between such indemnified party and any other of such indemnified parties in respect to such claim.

Control of Defense. Any Person entity entitled to indemnification under the provisions of this Section Article 10 shall give prompt notice to the indemnifying party Party of any claim with respect Losses that may be subject to which it seeks indemnification and unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists in respect indemnification, promptly after learning of such claimLosses, permit such and the indemnifying party to Party shall assume the defense of such claim, Losses with counsel reasonably satisfactory to the indemnified party; and if Party. If such defense is assumed by the indemnifying Party with counsel so assumedselected, such the indemnifying party shall not enter into any settlement without the consent of the indemnified party (which consent shall not be unreasonably withheld) if such settlement attributes liability to the indemnified party and such indemnifying party shall Party will not be subject to any liability for any settlement of such Losses made by the indemnified Party without its consent (which shall but such consent will not be unreasonably withheldwithheld or delayed); , and any underwriting agreement entered into with respect to any registration statement provided for under Section shall so provide if the underwriter or underwriters so require. In the event an indemnifying party shall not be entitled, or elects not, to assume the defense of a claim, such indemnifying party shall will not be obligated to pay the fees and expenses of more than one any separate counsel or firm of counsel for retained by the indemnified Party with respect to such Losses. The indemnified Party shall provide the indemnifying Party with all parties indemnified by such indemnifying party information in respect its possession (except to the extent the provision of such claim, unless in information would waive privileges pertaining to attorney-client communications or attorney work product) and all assistance reasonably necessary to enable the reasonable judgment indemnifying Party to carry on the defense of any such Losses. The indemnified party a conflict of interest exists between such indemnified party and any other Party shall cooperate with the indemnifying Party in the defense of such claim or suit. In no event, however, may the indemnifying Party compromise or settle any claim or suit in a manner which admits fault or negligence on the part of the indemnified parties in respect to such claimParty without the prior written consent of the indemnified Party.

Control of Defense. Any Person person entitled to indemnification under the provisions of this Section 3(f) shall give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and unless in such indemnified party's ’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists may exist in respect of such claim, permit such indemnifying party to assume the defense of such claim, with counsel reasonably satisfactory to the indemnified party; and if such defense is so assumed, such indemnifying party shall not enter into any settlement without the consent of the indemnified party (which consent shall not be unreasonably withheld) if such settlement attributes liability to the indemnified party and such indemnifying party shall not be subject to any liability for any settlement made without its consent (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any registration statement provided for under Section this Agreement shall so provide if the underwriter or underwriters so requireprovide. In the event an indemnifying party shall not be entitled, entitled (or elects not, ) to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified by such indemnifying party in respect of such claim, unless in the reasonable judgment of any such indemnified party a conflict of interest exists may exist between such indemnified party and any other of such indemnified parties in respect to such claim.

Control of Defense. Any Person entitled to indemnification under the provisions of this Section 0 shall give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists may exist in respect of such claim, permit such indemnifying party to assume the defense of such claim, with counsel reasonably satisfactory to the indemnified party; and if such defense is so assumed, such indemnifying party shall not enter into any settlement without the consent of the indemnified party (which consent shall not be unreasonably withheld) if such settlement attributes liability to the indemnified party and such indemnifying party shall not be subject to any liability for any settlement made without its consent (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any registration statement provided for under this Section 0 shall so provide if the underwriter or underwriters so requireprovide. In the event an indemnifying party shall not be entitled, or elects not, to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified by such indemnifying party in respect of such claim, unless in the reasonable judgment of any such indemnified party a conflict of interest exists may exist between such indemnified party and any other of such indemnified parties in respect to such claim.

Control of Defense. Any Person entitled to indemnification under the provisions of this Section 2.06 shall give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification (the failure of any indemnified party so to notify the indemnifying party shall not relieve the indemnifying party of its obligations hereunder except to the extent that the indemnifying party is materially prejudiced by such failure to notify) and unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists may exist in respect of such claim, permit such indemnifying party to assume the defense of such claim, with counsel reasonably satisfactory to the indemnified party; and if such defense is so assumed, such indemnifying party shall not enter into any settlement without the consent of the indemnified party (which consent shall not be unreasonably withheld) if such settlement attributes liability to the indemnified party and such indemnifying party shall not be subject to any liability for any settlement made without its consent (which shall not be unreasonably withheld)party; and any underwriting agreement entered into with respect to any registration statement provided for under Section this Article II shall so provide if the underwriter or underwriters so requireprovide. In the event an indemnifying party shall not be entitled, or elects not, to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than only one counsel or firm of counsel for all parties indemnified by such indemnifying party in respect of such claim, unless in the reasonable judgment of any such indemnified party a conflict of interest exists may exist between such indemnified party and any other of such indemnified parties in respect to such claimclaim (in which case the indemnifying party shall pay the fees and expenses of an additional counsel for the indemnified party).

Control of Defense. Any Person entitled to indemnification under the provisions of this Section 6.7 shall give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists may exist in respect of such claim, permit such indemnifying party to assume the defense of such claim, with counsel reasonably satisfactory to the indemnified party; and if such defense is so assumed, such indemnifying party shall not enter into any settlement without the consent of the indemnified party (which consent shall not be unreasonably withheld) if such settlement attributes liability to the indemnified party and such indemnifying party shall not be subject to any liability for any settlement made without its consent (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any registration statement provided for under this Section 6 shall so provide if to the underwriter or underwriters so requireextent required by the underwriters. In the event an indemnifying party shall not be entitled, or elects not, to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified by such indemnifying party in respect of such claim, unless in the reasonable judgment of any such indemnified party has been advised by legal counsel that a conflict of interest exists may exist between such indemnified party and any other of such indemnified parties in respect to such claim.

Control of Defense. Any Person entitled to indemnification under the provisions of this Section 5 shall give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists may exist in respect of such claim, permit such indemnifying party to assume the defense of such claim, with counsel reasonably satisfactory to the indemnified party; and if such defense is so assumed, such indemnifying party shall not enter into any settlement without the consent of the indemnified party (which consent shall not be unreasonably withheld) if such settlement attributes liability to the indemnified party and such indemnifying party shall not be subject to any liability for any settlement made without its consent (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any registration statement provided for under Section this Agreement shall so provide if the underwriter or underwriters so requireprovide. In the event an indemnifying party shall not be entitled, entitled (or elects not, ) to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified by such indemnifying party in respect of such claim, unless in the reasonable judgment of any such indemnified party a conflict of interest exists may exist between such indemnified party and any other of such indemnified parties in respect to such claim.

Control of Defense. Any Person entitled to indemnification under the ------------------- provisions of this Section 2.7 shall give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists may exist in respect of such claim, permit such indemnifying party to assume the defense of such claim, with counsel reasonably satisfactory to the indemnified party; and if such defense is so assumed, such indemnifying party shall not enter into any settlement without the consent of the indemnified party (which consent shall not be unreasonably withheld) if such settlement attributes liability to the indemnified party and such indemnifying party shall not be subject to any liability for any settlement made without its consent (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any registration statement provided for under this Section 2 shall so provide if the underwriter or underwriters so requireprovide. In the event an indemnifying party shall not be entitled, or elects not, to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified by such indemnifying party in respect of such claim, unless in the reasonable judgment of any such indemnified party a conflict of interest exists may exist between such indemnified party and any other of such indemnified parties in respect to such claim.

Control of Defense. Any Person entitled to indemnification under ------------------- the provisions of this Section 2.7 shall give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists may exist in respect of such claim, permit such indemnifying party to assume the defense of such claim, with counsel reasonably satisfactory to the indemnified party; and if such defense is so assumed, such indemnifying party shall not enter into any settlement without the consent of the indemnified party (which consent shall not be unreasonably withheld) if such settlement attributes liability to the indemnified party and such indemnifying party shall not be subject to any liability for any settlement made without its consent (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any registration statement provided for under this Section 2 shall so provide if the underwriter or underwriters so requireprovide. In the event an indemnifying party shall not be entitled, or elects not, to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified by such indemnifying party in respect of such claim, unless in the reasonable judgment of any such indemnified party a conflict of interest exists may exist between such indemnified party and any other of such indemnified parties in respect to such claim.

Control of Defense. Any Person entitled to indemnification under the provisions of this Section 6.6 shall give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists may exist in respect of such claim, permit such indemnifying party to assume the defense of such claim, with counsel reasonably satisfactory to the indemnified party; and if such defense is so assumed, such indemnifying party shall not enter into any settlement without the consent of the indemnified party (which consent shall not be unreasonably withheld) if such settlement attributes liability to the indemnified party and such indemnifying party shall not be subject to any liability for any settlement made without its consent (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any registration statement provided for under this Section 6 shall so provide if the underwriter or underwriters so requireprovide. In the event an indemnifying party shall not be entitled, or elects not, to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified by such indemnifying party in respect of such claim, unless in the reasonable judgment of any such indemnified party a conflict of interest exists may exist between such indemnified party and any other of such indemnified parties in respect to such claim.

Control of Defense. Any Person entitled to indemnification under the provisions of this Section 2.06 shall give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification (the failure of any indemnified party so to notify the indemnifying party shall not relieve the indemnifying party of its obligations hereunder except to the extent that the indemnifying party is materially prejudiced by such failure to notify) and unless in such indemnified party's ’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists may exist in respect of such claim, permit such indemnifying party to assume the defense of such claim, with counsel reasonably satisfactory to the indemnified party; and if such defense is so assumed, such indemnifying party shall not enter into any settlement without the consent of the indemnified party (which consent shall not be unreasonably withheld) if such settlement attributes liability to the indemnified party and such indemnifying party shall not be subject to any liability for any settlement made without its consent (which shall not be unreasonably withheld)party; and any underwriting agreement entered into with respect to any registration statement provided for under Section this Article II shall so provide if the underwriter or underwriters so requireprovide. In the event an indemnifying party shall not be entitled, or elects not, to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than only one counsel or firm of counsel for all parties indemnified by such indemnifying party in respect of such claim, unless in the reasonable judgment of any such indemnified party a conflict of interest exists may exist between such indemnified party and any other of such indemnified parties in respect to such claimclaim (in which case the indemnifying party shall pay the fees and expenses of an additional counsel for the indemnified party).