Common use of incurred Clause in Contracts

incurred. Such firm shall be designated in writing by a majority of the Holders, in the case of the parties indemnified, pursuant to Section 8(a) hereof, and by the Company, in the case of parties indemnified, pursuant to Section 8(b) hereof. The indemnifying party shall indemnify and hold harmless the indemnified party from and against any and all losses, claims, damages, liabilities and judgments by reason of any settlement of any action (A) effected with its written consent or (B) effected without its written consent if the settlement is entered into more than 20 business days after the indemnifying party shall have received a request from the indemnified party for reimbursement for the fees and expenses of counsel (in any case where such fees and expenses are at the expense of the indemnifying party) and, prior to the date of such settlement, the indemnifying party shall have failed to comply with such reimbursement request. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened action in respect of which the indemnified party is or could have been a party and indemnity or contribution may be or could have been sought hereunder by the indemnified party, unless such settlement, compromise or judgment (I) includes an unconditional release of the indemnified party from all liability on claims that are or could have been the subject matter of such action and (II) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of the indemnified party.

incurred. Such firm shall be designated in writing by a majority of the HoldersManager authorized to appoint counsel under this Section 8 as set forth in Schedule I hereto,, in the case of the parties indemnified, indemnified pursuant to Section 8(a) hereof), and by the Company, in the case of parties indemnified, indemnified pursuant to Section 8(b) hereof). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify and hold harmless the indemnified party from and against any and all losses, claims, damages, liabilities and judgments loss or liability 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, the indemnifying party agrees that it shall be liable for any settlement of any action (A) effected with its written consent or (B) proceeding effected without its written consent if the (i) such settlement is entered into more than 20 business 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have received a request from reimbursed the indemnified party for reimbursement for the fees and expenses of counsel (in any case where accordance with such fees and expenses are at the expense of the indemnifying party) and, request prior to the date of such settlement, the indemnifying party shall have failed to comply with such reimbursement request. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened action proceeding in respect of which the any indemnified party is or could have been a party and indemnity or contribution may be or could have been sought hereunder by the such indemnified party, unless such settlement, compromise or judgment (I) settlement includes an unconditional release of the such indemnified party from all liability on claims that are or could have been the subject matter of such action and (II) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of the indemnified partyproceeding.

incurred. Such firm shall be designated in writing by a majority If any action is brought against any indemnified party and it notifies the indemnifying party of the Holderscommencement thereof, the indemnifying party may participate at its own expense in the case defense of the parties indemnified, pursuant to Section 8(a) hereof, and by the Company, in the case of parties indemnified, pursuant to Section 8(b) hereofany such action. The indemnifying party may elect to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from the indemnified party. 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 agreed to the retention of such counsel, (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, (iii) the indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party, or (iv) the indemnifying party shall have failed to designate within a reasonable period of time counsel reasonably satisfactory to the indemnified party (in which case the fees and expenses shall be paid as incurred by the indemnifying party). In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, and all such fees and expenses shall be reimbursed as they are incurred. An indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld. However, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party shall indemnify and hold harmless the indemnified party from and against any and all losses, claims, damages, liabilities and judgments loss or liability 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 for which the indemnifying party is obligated under this subsection, the indemnifying party agrees that it shall be liable for any settlement of any action (A) effected with its written consent or (B) proceeding effected without its written consent if the (i) such settlement is entered into more than 20 business 30 days after receipt by such indemnifying party of the aforesaid request, and (ii) such indemnifying party shall not have received a request from reimbursed the indemnified party for reimbursement for the fees and expenses of counsel (in any case where accordance with such fees and expenses are at the expense of the indemnifying party) and, request prior to the date of such settlement, the . If an indemnifying party assumes the defense of any proceeding, it shall have failed be entitled to comply settle such proceeding with such reimbursement request. No indemnifying party shall, without the prior written consent of the indemnified partyparty or, effect any if such settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened action in respect of which the indemnified party is or could have been a party and indemnity or contribution may be or could have been sought hereunder by the indemnified party, unless such settlement, compromise or judgment (I) includes provides for an unconditional release of the indemnified party party, in form and substance satisfactory to such indemnified party, and without any admission of fault, culpability or failure to act or on behalf of the indemnified party, from all liability on claims that are or could have been the subject matter of such action and (II) does not include a statement as to or an admission of faultproceeding, culpability or a failure to act, by or on behalf without the consent of the indemnified party.

incurred. Such Any such separate firm for any Underwriter, its affiliates, directors and officers and any control persons of such Underwriter shall be designated in writing by a majority X.X. Xxxxxx Securities LLC, any such separate firm for the Company, its directors, its officers who signed the Registration Statement and any control persons of the Holders, Company shall be designated in the case of the parties indemnified, pursuant to Section 8(a) hereof, and writing by the Company, in the case of parties indemnified, pursuant to Section 8(b) hereof. The indemnifying party Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify and hold harmless the indemnified party each Indemnified Person from and against any and all losses, claims, damages, liabilities and judgments loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any action (A) effected with its written consent or (B) proceeding effected without its written consent if the (i) such settlement is entered into more than 20 business 30 days after receipt by the indemnifying party Indemnifying Person of such request and (ii) the Indemnifying Person shall not have received a reimbursed the Indemnified Person in accordance with such request from the indemnified party for reimbursement for the fees and expenses of counsel (in any case where such fees and expenses are at the expense of the indemnifying party) and, prior to the date of such settlement, the indemnifying party shall have failed to comply with such reimbursement request. No indemnifying party Indemnifying Person shall, without the prior written consent of the indemnified partyIndemnified Person, effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened action proceeding in respect of which the indemnified party any Indemnified Person is or could have been a party and indemnity or contribution may be or indemnification could have been sought hereunder by the indemnified partysuch Indemnified Person, unless such settlement, compromise or judgment settlement (Ix) includes an unconditional release of the indemnified party such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are or could have been the subject matter of such action proceeding and (IIy) does not include a any statement as to or an any admission of fault, culpability or a failure to act, act by or on behalf of the indemnified partyany Indemnified Person.

incurred. Such firm shall be designated in writing by a majority of the HoldersMorgxx Xxxnxxx & Xo. Incorporated, in the case of the parties indemnified, indemnified pursuant to Section 8(a) hereof), and by the Company, in the case of parties indemnified, indemnified pursuant to Section 8(b) hereof). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify and hold harmless the indemnified party from and against any and all losses, claims, damages, liabilities and judgments loss or liability 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, the indemnifying party agrees that it shall be liable for any settlement of any action (A) effected with its written consent or (B) proceeding effected without its written consent if the (i) such settlement is entered into more than 20 business 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have received a request from reimbursed the indemnified party for reimbursement for the fees and expenses of counsel (in any case where accordance with such fees and expenses are at the expense of the indemnifying party) and, request prior to the date of such settlement, the indemnifying party shall have failed to comply with such reimbursement request. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened action proceeding in respect of which the any indemnified party is or could have been a party and indemnity or contribution may be or could have been sought hereunder by the such indemnified party, unless such settlement, compromise or judgment (I) settlement includes an unconditional release of the such indemnified party from all liability on claims that are or could have been the subject matter of such action and (II) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of the indemnified partyproceeding.

incurred. Such In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel reasonably incurred by such Indemnified Person shall be at the expense of such Indemnified Person unless: (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded based on the 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 Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the documented fees and expenses of more than one separate firm (in addition to any one local counsel in each relevant jurisdiction) for all Indemnified Persons, and that all documented fees and expenses reasonably incurred by such Indemnified Person shall be reimbursed as they are incurred. Any such separate firm for any Holder and the directors, officers and any control persons of any such Holders shall be designated in writing by the Holders who sold a majority in aggregate principal amount of the HoldersSecurities or New Securities by all such Holders and any such separate firm for the Parent, in the case Issuer, their respective directors and officers and any control persons of the parties indemnified, pursuant to Section 8(a) hereof, Parent and the Issuer shall be designated in writing by the Company, in the case of parties indemnified, pursuant to Section 8(b) hereofIssuer. The indemnifying party Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify and hold harmless the indemnified party each Indemnified Person from and against any and all losses, claims, damages, liabilities and judgments loss or liability by reason of such settlement or judgment. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any action (A) effected with its written consent or (B) effected without its written consent if the settlement is entered into more than 20 business days after the indemnifying party shall have received a request from the indemnified party for reimbursement for the fees and expenses of counsel (in any case where such fees and expenses are at the expense of the indemnifying party) and, prior to the date of such settlement, the indemnifying party shall have failed to comply with such reimbursement request. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened action proceeding in respect of which the indemnified party any Indemnified Person is or could have been a party and indemnity or contribution may be or indemnification could have been sought hereunder by the indemnified partysuch Indemnified Person, unless such settlement, compromise or judgment settlement (Ix) includes an unconditional release of the indemnified party such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are or could have been the subject matter of such action proceeding and (IIy) does not include a any statement as to or an any admission of fault, culpability or a failure to act, act by or on behalf of the indemnified partyany Indemnified Person.

incurred. Such Any such separate firm for the Underwriters and such control persons of the Underwriters shall be designated in writing by a majority the Representatives and any such separate firm for CNHICA and the Seller, the directors of CNHICA and the HoldersSeller, the officers of CNHICA and the Seller who sign the Registration Statement and such control persons of CNHICA and the Seller or authorized representatives shall be designated in writing by CNHICA and the case of the parties indemnified, pursuant to Section 8(a) hereof, and by the Company, in the case of parties indemnified, pursuant to Section 8(b) hereofSeller. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify and hold harmless the any indemnified party from and against any and all losses, claims, damages, liabilities and judgments loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested that an indemnifying party reimburse the indemnified party for fees and expenses of counsel as contemplated by this paragraph, the indemnifying party shall be liable for any settlement of any action (A) effected with its written consent or (B) proceeding effected without its written consent if the (i) such settlement is entered into more than 20 business 30 days after receipt by the indemnifying party of such request and (ii) the indemnifying party shall not have received a request from reimbursed the indemnified party for reimbursement for the fees and expenses of counsel (in any case where accordance with such fees and expenses are at the expense of the indemnifying party) and, request prior to the date of such settlement, the indemnifying party shall have failed to comply with such reimbursement request. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened action proceeding in respect of which the any indemnified party is or could have been a party and indemnity or contribution may be or could have been sought hereunder by the such indemnified party, unless such settlement, compromise or judgment settlement (Ix) includes an unconditional release of the such indemnified party in form and substance reasonably satisfactory to such indemnified party from all liability and fault on claims that are or could have been the subject matter of such action proceeding and (IIy) does not include a any statement as to or an any admission of fault, culpability or a failure to act, act by or on behalf of the any indemnified party.

incurred. Such In the case of any such separate firm for the Underwriters, their officers and directors and such control persons of any Underwriters, such firm shall be designated in writing by a majority of the HoldersXxxxxxxxx, in Xxxxxx & Xxxxxxxx Securities Corporation. In the case of any such separate firm for the parties indemnifiedCompany and such directors, pursuant to Section 8(a) hereofofficers and control persons of the Company, and such firm shall be designated in writing by the Company, in . In the case of parties indemnifiedany such separate firm for the Selling Stockholders and such control persons of any Selling Stockholders, pursuant to Section 8(b) hereofsuch firm shall be designated in writing by the Attorneys. The indemnifying party shall indemnify and hold harmless the indemnified party from and against any and all losses, claims, damages, liabilities and judgments by reason of any settlement of any action (Ai) effected with its written consent or (Bii) effected without its written consent if the settlement is entered into more than 20 twenty business days after the indemnifying party shall have received a request from the indemnified party for reimbursement for the fees and expenses of counsel (in any case where such fees and expenses are at the expense of the indemnifying party) and, prior to the date of such settlement, the indemnifying party shall have failed to comply with such reimbursement request. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened action in respect of which the indemnified party is or could have been a party and indemnity or contribution may be or could have been sought hereunder by the indemnified party, unless such settlement, compromise or judgment (Ii) includes an unconditional release of the indemnified party from all liability on claims that are or could have been the subject matter of such action and (IIii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of the indemnified party.

incurred. Such firm shall be designated in writing by a majority of the Holders, in the case of the parties indemnified, pursuant to Section 8(a) hereof, and by the Companyyou, in the case of parties indemnified, indemnified pursuant to Section 8(b7(a) hereofabove, and by the Bank, in the case of parties indemnified pursuant to Section 7(b) above. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there were to be a final judgment for the plaintiff, the indemnifying party agrees to indemnify and hold harmless the indemnified party from and against any and all losses, claims, damages, liabilities and judgments loss or liability 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, the indemnifying party agrees that it shall be liable for any settlement of any action (A) effected with its written consent or (B) proceeding effected without its written consent if the (i) such settlement is entered into more than 20 business 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have received a request from reimbursed the indemnified party for reimbursement for the fees and expenses of counsel (in any case where accordance with such fees and expenses are at the expense of the indemnifying party) and, request prior to the date of such settlement, the indemnifying party shall have failed to comply with such reimbursement request. No indemnifying party shall, without the prior written consent of the indemnified party, effect any the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or could have been a potential party and indemnity to such action or contribution may be or could have been sought hereunder by the indemnified partyclaim), unless such settlement, compromise or judgment (Ii) includes an unconditional release of the indemnified party from all liability on claims that are or could have been the subject matter arising out of such action or claim and (IIii) does not include a statement as to to, or an admission of of, fault, culpability or a failure to act, by or on behalf of the any indemnified party.

incurred. Such Any such separate firm for any Underwriter, its affiliates, directors and officers and any control persons of such Underwriter shall be designated in writing by a majority of the HoldersX.X. Xxxxxx Securities Inc., in the case of the parties indemnified, pursuant to Section 8(a) hereof, and by any such separate firm for the Company, its directors, its officers who signed the Registration Statement and any control persons of the Company shall be designated in writing by the case of parties indemnified, pursuant to Section 8(b) hereofCompany and any such separate firm for the Selling Stockholders shall be designated in writing by the Attorney-in-Fact. The indemnifying party Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify and hold harmless the indemnified party each Indemnified Person from and against any and all losses, claims, damages, liabilities and judgments loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any action (A) effected with its written consent or (B) proceeding effected without its written consent if the (i) such settlement is entered into more than 20 business 30 days after receipt by the indemnifying party Indemnifying Person of such request and (ii) the Indemnifying Person shall not have received a reimbursed the Indemnified Person in accordance with such request from the indemnified party for reimbursement for the fees and expenses of counsel (in any case where such fees and expenses are at the expense of the indemnifying party) and, prior to the date of such settlement, the indemnifying party shall have failed to comply with such reimbursement request. No indemnifying party Indemnifying Person shall, without the prior written consent of the indemnified partyIndemnified Person, effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened action proceeding in respect of which the indemnified party any Indemnified Person is or could have been a party and indemnity or contribution may be or indemnification could have been sought hereunder by the indemnified partysuch Indemnified Person, unless such settlement, compromise or judgment settlement (Ix) includes an unconditional release of the indemnified party such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are or could have been the subject matter of such action proceeding and (IIy) does not include a any statement as to or an any admission of fault, culpability or a failure to act, act by or on behalf of the indemnified partyany Indemnified Person.

incurred. Such Any such separate firm for the Participants and such control Persons of Participants shall be designated in writing by Participants who sold a majority in interest of Registrable Notes sold by all such Participants and any such separate firm for the Issuers, their directors, their officers and such control Persons of the Holders, Issuers shall be designated in the case of the parties indemnified, pursuant to Section 8(a) hereof, and writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its prior written consent, in but if settled with such consent or if there is a final non-appealable judgment for the case of parties indemnified, plaintiff for which the Indemnified Person is entitled to indemnification pursuant to Section 8(b) hereof. The indemnifying party shall this Agreement, the Indemnifying Person agrees to indemnify and hold harmless the indemnified party any Indemnified Person from and against any and all losses, claims, damages, liabilities and judgments loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested an Indemnifying Person to reimburse the Indemnified Person for reasonable fees and expenses actually incurred by counsel as contemplated by the third sentence of this paragraph, the Indemnifying Person agrees that it shall be liable for any settlement of any action (A) effected with its written consent or (B) proceeding effected without its prior written consent if the (i) such settlement is entered into more than 20 business 30 days after the indemnifying party shall have received a request from the indemnified party for reimbursement for the fees and expenses of counsel (in any case where receipt by such fees and expenses are at the expense Indemnifying Person of the indemnifying partyaforesaid request and (ii) and, such Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement; PROVIDED, HOWEVER, that the Indemnifying Person shall not be liable for any settlement effected without its consent pursuant to this sentence if the Indemnifying Person is contesting, in good faith, the indemnifying party shall have failed to comply with such reimbursement requestrequest for reimbursement. No indemnifying party Indemnifying Person shall, without the prior written consent of the indemnified partyIndemnified Person, effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened action proceeding in respect of which the indemnified party any Indemnified Person is or could have been a party and indemnity or contribution may be or could have been sought hereunder by the indemnified partysuch Indemnified Person, unless such settlement, compromise or judgment settlement (IA) includes an unconditional release of the such indemnified party Person, in form and substance satisfactory to such Indemnified Person, from all liability on claims that are or could have been the subject matter of such action proceeding and (IIB) does not include a any statement as to or an admission of fault, culpability or a failure to act, act by or on behalf of the indemnified partyan Indemnified Person.

incurred. Such In any such proceeding, any Indemnified Person 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 Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm for any Initial Purchaser, its affiliates, directors and officers and any control persons of such Initial Purchaser shall be designated in writing by a majority the Representative and any such separate firm for the Company, the Guarantors, their respective directors and officers and any control persons of the Holders, Company and the Guarantors shall be designated in the case of the parties indemnified, pursuant to Section 8(a) hereof, and writing by the Company, in the case of parties indemnified, pursuant to Section 8(b) hereof. The indemnifying party Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify and hold harmless the indemnified party each Indemnified Person from and against any and all losses, claims, damages, liabilities and judgments loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any action (A) effected with its written consent or (B) proceeding effected without its written consent if the (i) such settlement is entered into more than 20 business 30 days after receipt by the indemnifying party Indemnifying Person of such request and (ii) the Indemnifying Person shall not have received a reimbursed the Indemnified Person in accordance with such request from the indemnified party for reimbursement for the fees and expenses of counsel (in any case where such fees and expenses are at the expense of the indemnifying party) and, prior to the date of such settlement, the indemnifying party shall have failed to comply with such reimbursement request. No indemnifying party Indemnifying Person shall, without the prior written consent of the indemnified partyIndemnified Person, effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened action proceeding in respect of which the indemnified party any Indemnified Person is or could have been a party and indemnity or contribution may be or indemnification could have been sought hereunder by the indemnified partysuch Indemnified Person, unless such settlement, compromise or judgment settlement (IA) includes an unconditional release of the indemnified party such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are or could have been the subject matter of such action proceeding and (IIB) does not include a any statement as to or an any admission of fault, culpability or a failure to act, act by or on behalf of the indemnified partyany Indemnified Person.

incurred. Such firm Notwithstanding the foregoing, any indemnified party shall have the right to retain its own counsel in any such action, but the fees and disbursements of such counsel shall be designated at the expense of such indemnified party unless (i) the indemnifying party shall have failed to retain counsel for the indemnified person as aforesaid or shall have failed to defend such action in writing by a majority accordance with preceding paragraph or (ii) the indemnifying party and such indemnified party shall have mutually agreed to the retention of such counsel. It is understood that the Holdersindemnifying party shall not, in the case of the parties indemnified, pursuant to Section 8(a) hereof, and by the Company, connection with any action or related actions in the case same jurisdiction, be liable for the fees and disbursements of parties indemnified, pursuant more than one separate firm qualified in such jurisdiction to Section 8(b) hereofact as counsel for the indemnified party. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify and hold harmless the indemnified party from and against any and all loss or liability by reason of such settlement or judgment. If the indemnification provided for in the first two paragraphs of this Section 5 is unavailable or insufficient to hold harmless an indemnified party under such paragraphs in respect of any losses, claims, damages or liabilities or actions in respect thereof referred to therein, then each indemnifying party shall in lieu of indemnifying such indemnified party contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or actions in such proportion as appropriate to reflect the relative fault of the Company, on the one hand, and judgments the sellers of such Registerable Stock, on the other, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or actions as well as any other relevant equitable considerations, including the failure to give any notice under the third paragraph of this Section 5. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact relates to information supplied by the Company, on the one hand, or the sellers of such Registerable Stock, on the other, and to the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and each of you agree that it would not be just and equitable if contributions pursuant to this paragraph were determined by pro rata allocation (even if all of the sellers of such Registerable Stock were treated as one entity for such purpose) or by any other method of allocation which did not take account of the equitable considerations referred to above in this paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or action in respect thereof, referred to above in this paragraph, shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this paragraph, the sellers of such Registerable Stock shall not be required to contribute any amount in excess of the amount, if any, by which the total price at which the Common Stock sold by each of them was offered to the public exceeds the amount of any damages which they would have otherwise been required to pay by reason of any settlement such untrue or alleged untrue statement or omission. No person guilty of any action fraudulent misrepresentations (Awithin the meaning of Section 11(f) effected with its written consent or (B) effected without its written consent if the settlement is entered into more than 20 business days after the indemnifying party shall have received a request from the indemnified party for reimbursement for the fees and expenses of counsel (in any case where such fees and expenses are at the expense of the indemnifying party) andSecurities Act), prior shall be entitled to the date contribution from any person who is not guilty of such settlement, the indemnifying party shall have failed to comply with such reimbursement request. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened action in respect of which the indemnified party is or could have been a party and indemnity or contribution may be or could have been sought hereunder by the indemnified party, unless such settlement, compromise or judgment (I) includes an unconditional release of the indemnified party from all liability on claims that are or could have been the subject matter of such action and (II) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of the indemnified partyfraudulent misrepresentation.

incurred. Such Any such separate firm for any Underwriter, its affiliates, directors and officers and any control persons of the Underwriter shall be designated in writing by a majority the Underwriter and any such separate firm for the Company and any control persons of the Holders, Company shall be designated in the case of the parties indemnified, pursuant to Section 8(a) hereof, and writing by the Company, in the case of parties indemnified, pursuant to Section 8(b) hereof. 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 or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify and hold harmless the indemnified party each Indemnified Person from and against any and all losses, claims, damages, liabilities and judgments loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any action (A) effected with its written consent or (B) proceeding effected without its written consent if the (i) such settlement is entered into more than 20 business 30 days after receipt by the indemnifying party Indemnifying Person of such request and (ii) the Indemnifying Person shall not have received a reimbursed the Indemnified Person in accordance with such request from the indemnified party for reimbursement for the fees and expenses of counsel (in any case where such fees and expenses are at the expense of the indemnifying party) and, prior to the date of such settlement, the indemnifying party shall have failed to comply with such reimbursement request. No indemnifying party Indemnifying Person shall, without the prior written consent of the indemnified partyIndemnified Person (which consent shall not be unreasonably withheld), effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened action proceeding in respect of which the indemnified party any Indemnified Person is or could have been a party and indemnity or contribution may be or indemnification could have been sought hereunder by the indemnified partysuch Indemnified Person, unless such settlement, compromise or judgment settlement (Ix) includes an unconditional release of the indemnified party such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are or could have been the subject matter of such action proceeding and (IIy) does not include a any statement as to or an any admission of fault, culpability or a failure to act, act by or on behalf of the indemnified partyany Indemnified Person.

incurred. Such firm shall be designated in writing by a majority of the HoldersManager or the Forward Purchaser, in the case of the parties indemnified, indemnified pursuant to Section 8(a) hereof), and by the Company, in the case of parties indemnified, indemnified pursuant to Section 8(b) hereof). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify and hold harmless the indemnified party from and against any and all losses, claims, damages, liabilities and judgments loss or liability 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, the indemnifying party agrees that it shall be liable for any settlement of any action (A) effected with its written consent or (B) proceeding effected without its written consent if the (i) such settlement is entered into more than 20 business 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have received a request from reimbursed the indemnified party for reimbursement for the fees and expenses of counsel (in any case where accordance with such fees and expenses are at the expense of the indemnifying party) and, request prior to the date of such settlement, the indemnifying party shall have failed to comply with such reimbursement request. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened action proceeding in respect of which the any indemnified party is or could have been a party and indemnity or contribution may be or could have been sought hereunder by the such indemnified party, unless such settlement, compromise or judgment (I) settlement includes an unconditional release of the such indemnified party from all liability on claims that are or could have been the subject matter of such action and (II) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of the indemnified partyproceeding.

incurred. Such Any such separate firm for any Underwriter, its affiliates, directors and officers and any control persons of such Underwriter shall be designated in writing by a majority X.X. Xxxxxx Securities Inc., any such separate firm for the Company, its directors, its officers who signed the Registration Statement and any control persons of the Holders, Company shall be designated in the case of the parties indemnified, pursuant to Section 8(a) hereof, and writing by the Company, in the case of parties indemnified, pursuant to Section 8(b) hereof. The indemnifying party Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify and hold harmless the indemnified party each Indemnified Person from and against any and all losses, claims, damages, liabilities and judgments loss or liability by reason of such settlement or, subject to the terms of this Section 6, judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for reasonable and documented fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any action (A) effected with its written consent or (B) proceeding effected without its written consent if the (i) such settlement is entered into more than 20 business 30 days after receipt by the indemnifying party Indemnifying Person of such request and (ii) the Indemnifying Person shall not have received a reimbursed the Indemnified Person in accordance with such request from the indemnified party for reimbursement for the fees and expenses of counsel (in any case where such fees and expenses are at the expense of the indemnifying party) and, prior to the date of such settlement, the indemnifying party shall have failed to comply with such reimbursement request. No indemnifying party Indemnifying Person shall, without the prior written consent of the indemnified partyIndemnified Person, effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened action proceeding in respect of which the indemnified party any Indemnified Person is or could have been a party and indemnity or contribution may be or indemnification reasonably could have been sought hereunder by the indemnified partysuch Indemnified Person, unless such settlement, compromise or judgment settlement (Ix) includes an unconditional release of the indemnified party such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are or could have been the subject matter of such action proceeding and (IIy) does not include a any statement as to or an any admission of fault, culpability or a failure to act, act by or on behalf of the indemnified partysuch Indemnified Person.

incurred. Such In the case of any such separate firm for the Underwriters and such control persons and affiliates of any Underwriters, such firm shall be designated in writing by a majority of the Holders, in Manager. In the case of any such separate firm for the parties indemnified, pursuant to Section 8(a) hereofCompany, and such directors, officers and control persons of the Company, such firm shall be designated in writing by the Company, in the case of parties indemnified, pursuant to Section 8(b) hereof. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify and hold harmless the indemnified party from and against any and all losses, claims, damages, liabilities and judgments loss or liability 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, the indemnifying party agrees that it shall be liable for any settlement of any action (A) effected with its written consent or (B) proceeding effected without its written consent if the (i) such settlement is entered into more than 20 business 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have received a request from reimbursed the indemnified party for reimbursement for the fees and expenses of counsel (in any case where accordance with such fees and expenses are at the expense of the indemnifying party) and, request prior to the date of such settlement, the indemnifying party shall have failed to comply with such reimbursement request. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened action proceeding in respect of which the any indemnified party is or could have been a party and indemnity or contribution may be or could have been sought hereunder by the such indemnified party, unless such settlement, compromise or judgment settlement (Ii) includes an unconditional release of the such indemnified party from all liability on claims that are or could have been the subject matter of such action proceeding and (IIii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of the any indemnified party.

incurred. Such Any such separate firm for any Underwriter, its affiliates, directors and officers and any control persons of such Underwriter shall be designated in writing by a majority the Representatives and any such separate firm for Holdings, its directors and officers and any control persons of the Holders, Holdings shall be designated in the case of the parties indemnified, pursuant to Section 8(a) hereof, and writing by the Company, in the case of parties indemnified, pursuant to Section 8(b) hereof. The indemnifying party shall indemnify and hold harmless the indemnified party from and against any and all losses, claims, damages, liabilities and judgments by reason of any settlement of any action (A) effected with its written consent or (B) effected without its written consent if the settlement is entered into more than 20 business days after the indemnifying party shall have received a request from the indemnified party for reimbursement for the fees and expenses of counsel (in any case where such fees and expenses are at the expense of the indemnifying party) and, prior to the date of such settlement, the indemnifying party shall have failed to comply with such reimbursement requestHoldings. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened action in respect of which the any indemnified party is or could have been a party and indemnity or contribution may be or could have been sought hereunder by the such indemnified party, party unless such settlement, compromise or judgment settlement includes (Ii) includes an unconditional release of the such indemnified party from all liability on any claims that are or could have been the subject matter of such action and (IIii) does not include a statement as to or an admission of fault, culpability fault or a failure to act, act by or on behalf of any indemnified party. An indemnifying party shall not be required to indemnify an indemnified party hereunder with respect to any settlement or compromise of, or consent to entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder if (i) such settlement, compromise or consent is entered into or made or given by the indemnified partyparty without the consent of the indemnifying party and (ii) the indemnifying party has not unreasonably withheld or delayed any such consent.

incurred. Such Any such separate firm for the Initial Purchasers, its affiliates, its directors, its officers and such control persons of the Initial Purchasers shall be designated in writing by a majority the Representatives and any such separate firm for the Company, its directors, its officers and such control persons of the Holders, Company shall be designated in the case of the parties indemnified, pursuant to Section 8(a) hereof, and writing by the Company, in the case of parties indemnified, pursuant to Section 8(b) hereof. The indemnifying party Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify and hold harmless the indemnified party any Indemnified Person from and against any and all losses, claims, damages, liabilities and judgments loss or liability by reason of any such settlement of any action (A) effected with its written consent or (B) effected without its written consent if the settlement is entered into more than 20 business days after the indemnifying party shall have received a request from the indemnified party for reimbursement for the fees and expenses of counsel (in any case where such fees and expenses are at the expense of the indemnifying party) and, prior to the date of such settlement, the indemnifying party shall have failed to comply with such reimbursement requestjudgment. No indemnifying party Indemnifying Person shall, without the prior written consent of the indemnified partyIndemnified Person, effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened action proceeding in respect of which the indemnified party any Indemnified Person is or could have been a party and indemnity or contribution may be or could have been sought hereunder by the indemnified partysuch Indemnified Person, unless such settlement, compromise or judgment (I) settlement includes an unconditional release of the indemnified party such Indemnified Person from all liability on claims that are or could have been the subject matter of such action proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in the first and second paragraphs of this Section 7 is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (IIi) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Initial Purchasers on the other hand from the offering of the Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and the Initial Purchasers on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Initial Purchasers on the other shall be deemed to be in the same respective proportions as the net proceeds from the offering of such Securities (before deducting expenses) received by the Company and the total discounts and commissions received by the Initial Purchasers bear to the aggregate offering price of the Securities. The relative fault of the Company on the one hand and the Initial Purchasers on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Initial Purchasers and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation that does not include take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 7, in no event shall an Initial Purchaser be required to contribute any amount in excess of the amount by which the total discounts and commissions received by such Initial Purchaser with respect to the offering of the Securities exceeds the amount of any damages that such Initial Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement as or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Initial Purchasers’ obligations to contribute pursuant to this Section 7 are several in proportion to the respective principal amount of the Securities set forth opposite their names in Schedule I hereto, and not joint. The remedies provided for in this Section 7 are not exclusive and shall not limit any rights or an admission remedies which may otherwise be available to any indemnified party at law or in equity. The indemnity and contribution agreements contained in this Section 7 and the representations and warranties of faultthe Company set forth in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, culpability (ii) any investigation made by or a failure to act, on behalf of any Initial Purchaser or any person controlling any Initial Purchaser or by or on behalf of the indemnified partyCompany, its officers or directors or any other person controlling the Company and (iii) acceptance of and payment for any of the Securities.

incurred. Such In the case of any such separate firm for the Underwriters and such control persons and affiliates of any Underwriters, such firm shall be designated in writing by a majority of the Holders, in you. In the case of any such separate firm for the parties indemnifiedCompany, and such directors, officers and control persons of the Company, such firm shall be designated in writing by the Company. In the case of any such separate firm for the Selling Shareholders and such control persons of any Selling Shareholders, such firm shall be designated in writing by the persons named as attorneys-in-fact for the Selling Shareholders under the Powers of Attorney. Notwithstanding anything contained herein to the contrary, if indemnity may be sought pursuant to Section 8(a11(d) hereofhereof in respect of such action or proceeding, then in addition to such separate firm for the indemnified parties, the indemnifying party shall be liable for the reasonable fees and expenses of not more than one separate firm (in addition to any local counsel) for HSBC Securities (USA) Inc., in its capacity as a “qualified independent underwriter”, and by the Company, in the case of parties indemnified, pursuant to Section 8(b) hereofall Independent Underwriter Entities. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify and hold harmless the indemnified party from and against any and all losses, claims, damages, liabilities and judgments loss or liability 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, the indemnifying party agrees that it shall be liable for any settlement of any action (A) effected with its written consent or (B) proceeding effected without its written consent if the (A) such settlement is entered into more than 20 business 30 days after receipt by such indemnifying party of the aforesaid request and (B) such indemnifying party shall not have received a request from reimbursed the indemnified party for reimbursement for the fees and expenses of counsel (in any case where accordance with such fees and expenses are at the expense of the indemnifying party) and, request prior to the date of such settlement, the indemnifying party shall have failed to comply with such reimbursement request. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened action proceeding in respect of which the any indemnified party is or could have been a party and indemnity or contribution may be or could have been sought hereunder by the such indemnified party, unless such settlement, compromise or judgment settlement (Ii) includes an unconditional release of the such indemnified party from all liability on claims that are or could have been the subject matter of such action proceeding and (IIii) does not include a statement as to to, or an admission of of, fault, culpability or a failure to act, act by or on behalf of the an indemnified party.

incurred. Such Any such separate firm for the Underwriters, each affiliate of any Underwriter and such control persons of any of the Underwriters shall be designated in writing by a majority the Underwriters and any such separate firm for the Macquarie Parties, the Issuer Trustee, any of their respective directors and officers who have prepared or will prepare the Prospectus and any such control persons of any of the Holders, Macquarie Parties shall be designated in the case of the parties indemnified, pursuant to Section 8(a) hereof, and writing by the Company, in the case of parties indemnified, pursuant to Section 8(b) hereofManager. The indemnifying party Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify and hold harmless the indemnified party any Indemnified Person from and against any and all losses, claims, damages, liabilities and judgments loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested an Indemnifying Person to reimburse the Indemnified Person for fees and expenses of counsel as contemplated by the third sentence of this subsection (c), the Indemnifying Person agrees that it shall be liable for any settlement of any action (A) effected with its written consent or (B) proceeding effected without its written consent if the (i) such settlement is entered into more than 20 business 30 days after the indemnifying party shall have received a request from the indemnified party for reimbursement for the fees and expenses of counsel (in any case where receipt by such fees and expenses are at the expense Indemnifying Person of the indemnifying partyaforesaid request and (ii) and, such Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement, the indemnifying party shall have failed to comply with such reimbursement request. No indemnifying party Indemnifying Person shall, without the prior written consent of the indemnified partyIndemnified Person, effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened action proceeding in respect of which the indemnified party any Indemnified Person is or could have been a party and indemnity or contribution may be or could have been sought hereunder by the indemnified partysuch Indemnified Person, unless such settlement, compromise or judgment settlement (I) includes an unconditional release of the indemnified party from all liability on claims that are or could have been the subject matter of such action and (IIi) does not include a statement as to or an admission of of, fault, culpability or a failure to act, act by or on behalf of any such Indemnified Person, and (ii) includes an unconditional release of such Indemnified Person from all liability on claims that are the indemnified partysubject matter of such proceeding.