Common use of Indemnification Notice Clause in Contracts

Indemnification Notice. In the event that: (i) an event occurs which gives a Person a right to indemnification hereunder; or (ii) any third party claim is asserted against a Person with respect to which such Person is entitled to indemnification hereunder, such Person (the “Indemnified Party”) shall, within sixty (60) days of the later of the occurrence of the event giving rise to the claim or the date that the indemnified party learned of such claim (provided, however, that if a claim arises by virtue of litigation, then in no event less than ten (10) days prior to the date in which an appearance or answer is due, whichever is earlier), notify the Person obligated to indemnify it (the “Indemnifying Party”) of such claim by delivery of a written notice describing the claim and indicating the basis for indemnification hereunder. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party within ten (10) days after receipt from the Indemnified Party of notice of such claim, to conduct at its expenses the defense against such claim in its own name, or if necessary in the name of the Indemnified Party. In the event that the Indemnifying Party fails to give such notice, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party shall have the right to conduct such defense and, only with the prior consent of the Indemnifying Party which shall not be unreasonably withheld, to compromise and settle the claim. In the event that the Indemnifying Party does elect to conduct the defense of the subject claim, the Indemnified Party shall cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested by it, all at the expense of the Indemnifying Party and the Indemnified Party shall have the right at its expense to participate in the defense, provided that the Indemnified Party will have the right to compromise and settle the claim only with the prior written consent of the Indemnifying Party. Any settlement to which the Indemnifying Party shall have consented in writing shall conclusively be deemed to be an obligation with respect to which the Indemnified Party is entitled to indemnification hereunder.

Indemnification Notice. In the event that: (i) an event occurs which gives a Promptly after receipt by any Person a right to indemnification hereunder; or (ii) any third party claim is asserted against a Person with respect to which such Person is entitled to seek indemnification hereunder, such Person pursuant to Sections 3.1 or 3.2 (the an “Indemnified Party”) of notice of the commencement of any action (including any governmental action), such Indemnified Party shall, within sixty (60) days of the later of the occurrence of the event giving rise to the claim or the date that the indemnified party learned of such claim (provided, however, that if a claim arises by virtue of litigation, then in no event less than ten respect thereof is to be made against any party hereto required to provide indemnification pursuant to Sections 3.1 or 3.2 (10) days prior to the date in which an appearance or answer is due, whichever is earlier), notify the Person obligated to indemnify it (the “Indemnifying Party”) of such claim by delivery of ), deliver to the Indemnifying Party a written notice describing the claim and indicating the basis for indemnification hereunder. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party within ten (10) days after receipt from the Indemnified Party of notice of such claim, to conduct at its expenses the defense against such claim in its own name, or if necessary in the name of the Indemnified Party. In the event that commencement thereof and the Indemnifying Party fails to give such notice, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party shall have the right to conduct such defense participate in and, only with to the prior consent of extent the Indemnifying Party which shall not be unreasonably withheldso desires, jointly with any other Indemnifying Party similarly noticed, to compromise assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an Indemnified Party (together with all other Indemnified Parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and settle expenses to be paid by the claim. In Indemnifying Party, if representation of such Indemnified Party by the event that counsel retained by the Indemnifying Party does elect would be inappropriate due to conduct the defense of the subject claim, the actual or potential differing interests between such Indemnified Party shall cooperate with and make available any other party represented by such counsel in such proceeding. The failure to deliver written notice to the Indemnifying Party within a reasonable time of the commencement of any such assistance and materials as may be reasonably requested by itaction, all at if prejudicial to its ability to defend such action, shall relieve such Indemnifying Party of any liability to the expense of Indemnified Party under this Section 3, but the omission to deliver written notice to the Indemnifying Party and the will not relieve it of any liability that it may have to any Indemnified Party shall have the right at its expense to participate in the defense, provided that the Indemnified Party will have the right to compromise and settle the claim only with the prior written consent of the Indemnifying Party. Any settlement to which the Indemnifying Party shall have consented in writing shall conclusively be deemed to be an obligation with respect to which the Indemnified Party is entitled to indemnification hereunderotherwise than under this Section 3.

Indemnification Notice. In the event that: (i) an event occurs which gives a Person a right to indemnification hereunder; or (ii) any third Each party claim is asserted against a Person with respect to which such Person is entitled to indemnification hereunder, such Person under this Section 5 (the “"Indemnified Party”") shall, within sixty (60) days of the later of the occurrence of the event giving rise shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the date that Indemnifying Party, who shall conduct the indemnified party learned defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense; provided, however, that if a claim arises by virtue of litigation, then in no event less than ten (10) days prior to the date in which an appearance or answer is due, whichever is earlier), notify the Person obligated to indemnify it (the “Indemnifying Party”) of such claim by delivery of a written notice describing the claim and indicating the basis for indemnification hereunder. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party within ten (10together with all other Indemnified Parties which may be represented without conflict by one counsel) days after receipt from the Indemnified Party of notice of such claim, to conduct at its expenses the defense against such claim in its own name, or if necessary in the name of the Indemnified Party. In the event that the Indemnifying Party fails to give such notice, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party shall have the right to conduct such defense andretain one separate counsel, only with the prior consent reasonable fees and expenses of such counsel to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party which would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding. The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5 unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party (not to be unreasonably withheld), consent to compromise and settle entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the claim. In giving by the event that the Indemnifying Party does elect claimant or plaintiff to conduct the defense of the subject claim, the such Indemnified Party shall cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested by it, of a release from all at the expense of the Indemnifying Party and the Indemnified Party shall have the right at its expense to participate liability in the defense, provided that the Indemnified Party will have the right to compromise and settle the claim only with the prior written consent of the Indemnifying Party. Any settlement to which the Indemnifying Party shall have consented in writing shall conclusively be deemed to be an obligation with respect to which the Indemnified Party is entitled to indemnification hereundersuch claim or litigation.

Indemnification Notice. In case any such claim, suit, action or proceeding (a "Claim") is brought against any Indemnified Party in respect of which indemnification may be sought by such Indemnified Party pursuant hereto, the event that: (i) an event occurs which gives a Person a right to indemnification hereunder; or (ii) any third party claim is asserted against a Person with respect to which such Person is entitled to indemnification hereunder, such Person (the “Indemnified Party”) shall, within sixty (60) days of the later of the occurrence of the event giving rise Party shall give prompt written notice thereof to the claim or the date that the indemnified party learned of such claim (indemnifying party; provided, however, that if a claim arises by virtue the failure of litigationthe Indemnified Party to so notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have hereunder, then in no event less than ten (10) days prior except to the date in which an appearance or answer is due, whichever is earlierextent such failure actually materially prejudices the indemnifying party. Upon receipt of such notice of Claim (together with such documents and information from such Indemnified Party), notify the Person obligated indemnifying party shall, at its sole cost and expense, in good faith defend any such Claim with counsel reasonably satisfactory to indemnify it (the “Indemnifying such Indemnified Party”) of such claim by delivery of a written notice describing the claim and indicating the basis for indemnification hereunder. The Indemnifying Indemnified Party shall have will be entitled to participate but, subject to the rightnext sentence, upon not control, the defense of any such action, with its own counsel and at its own expense. Such Indemnified Party may elect to conduct the defense of the Claim, if: 5.4.1 such Indemnified Party reasonably determines that the conduct of its defense by the indemnifying party could be materially prejudicial to its interests, 5.4.2 the indemnifying party refuses to assume such defense (or fails to give written notice to the Indemnified Party within ten (10) days after of receipt from the Indemnified Party of a notice of Claim that the indemnifying party assumes such claimdefense), or 5.4.3 the indemnifying party shall have failed, in such Indemnified Party's reasonable judgment, to conduct at its expenses defend the defense against such claim Claim in its own name, or if necessary in the name of the Indemnified Party. In the event that the Indemnifying Party fails to give such notice, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party shall have the right to conduct such defense and, only with the prior consent of the Indemnifying Party which shall not be unreasonably withheld, to compromise and settle the claim. In the event that the Indemnifying Party does elect to conduct the defense of the subject claim, the Indemnified Party shall cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested by it, all at the expense of the Indemnifying Party and the Indemnified Party shall have the right at its expense to participate in the defense, provided that the Indemnified Party will have the right to compromise and settle the claim only with the prior written consent of the Indemnifying Party. Any settlement to which the Indemnifying Party shall have consented in writing shall conclusively be deemed to be an obligation with respect to which the Indemnified Party is entitled to indemnification hereundergood faith.

Indemnification Notice. In Promptly after receipt by an indemnified party of notice of the event that: commencement of any action (iincluding any governmental action) an event occurs for which gives a Person a right to indemnification hereunder; or (ii) any third party claim is asserted against a Person with respect to which such Person is may be entitled to indemnification hereunder, such Person (indemnified party will, if a claim in respect thereof is to be made against any indemnifying party, give the “Indemnified Party”) shall, within sixty (60) days indemnifying party notice of the later of commencement thereof. The indemnifying party shall have the occurrence of the event giving rise right to participate in such action and, to the claim or extent the date that indemnifying party so desires, participate jointly with any other indemnifying party to which notice has been given, and to assume the indemnified party learned of such claim (defense thereof with counsel reasonably mutually satisfactory to the parties; provided, however, that if a claim arises an indemnified party (together with all other indemnified parties that may be represented without conflict by virtue of litigation, then in no event less than ten (10one counsel) days prior to the date in which an appearance or answer is due, whichever is earlier), notify the Person obligated to indemnify it (the “Indemnifying Party”) of such claim by delivery of a written notice describing the claim and indicating the basis for indemnification hereunder. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party within ten (10) days after receipt from the Indemnified Party of notice of such claim, to conduct at its expenses the defense against such claim in its own name, or if necessary in the name of the Indemnified Party. In the event that the Indemnifying Party fails to give such notice, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party shall have the right to conduct such defense andretain one separate counsel, only with the prior consent reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such action. The failure to give notice to the indemnifying party within a reasonable time of the Indemnifying Party which shall commencement of any such action will not be unreasonably withheld, to compromise and settle the claim. In the event that the Indemnifying Party does elect to conduct the defense relieve such indemnifying party of the subject claim, the Indemnified Party shall cooperate with and make available any liability to the Indemnifying Party indemnified party, except to the extent, and only to the extent, that such assistance failure actually and materials materially prejudices the indemnifying party’s ability to defend such action. The failure to give notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than as may be reasonably requested by it, all at the expense of the Indemnifying Party and the Indemnified Party shall have the right at its expense to participate in the defense, provided that the Indemnified Party will have the right to compromise and settle the claim only with the prior written consent of the Indemnifying Party. Any settlement to which the Indemnifying Party shall have consented in writing shall conclusively be deemed to be an obligation with respect to which the Indemnified Party is entitled to indemnification hereunderherein.

Indemnification Notice. In case any such claim, suit, action or proceeding (a "Claim") is brought against any Indemnified Party in respect of which indemnification may be sought by such Indemnified Party pursuant hereto, the event that: (i) an event occurs which gives a Person a right to indemnification hereunder; or (ii) any third party claim is asserted against a Person with respect to which such Person is entitled to indemnification hereunder, such Person (the “Indemnified Party”) shall, within sixty (60) days of the later of the occurrence of the event giving rise Party shall give prompt written notice thereof to the claim or the date that the indemnified other party learned of such claim (provided, however, that if a claim arises by virtue of litigation, then in no event less than ten (10) days prior to the date in which an appearance or answer is due, whichever is earlier), notify the Person obligated to indemnify it (the “Indemnifying Party”) ); provided, however, that the failure of such claim by delivery of a written notice describing the claim and indicating Indemnified Party to so notify the basis for indemnification hereunder. The Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have hereunder, except to the rightextent such failure actually materially prejudices the Indemnifying Party. Upon receipt of such notice of Claim , upon the Indemnifying Party shall, at its sole cost and expense, in good faith defend any such Claim with counsel reasonably satisfactory to such Indemnified Party. The Indemnified Party will be entitled to participate but, subject to the next sentence, not control, the defense of any such action, with its own counsel and at its own expense. The Indemnified Party may elect to conduct the defense of the Claim, if: 5.4.1 the Indemnified Party reasonably determines that the conduct of its defense by the Indemnifying Party could be materially prejudicial to the Indemnified Party’s interests, 5.4.2 the Indemnifying Party refuses to assume such defense (or fails to give written notice to the Indemnified Party within ten (10) days after of receipt from the Indemnified Party of a notice of such claim, to conduct at its expenses the defense against such claim in its own name, or if necessary in the name of the Indemnified Party. In the event Claim that the Indemnifying Party fails to give assumes such noticedefense), it or, 5.4.3 the Indemnifying party shall be deemed to have elected not to conduct the defense of the subject claimfailed, and in such event the Indemnified Party shall have the right to conduct such defense and, only with the prior consent of the Indemnifying Party which shall not be unreasonably withheldParty's reasonable judgment, to compromise and settle defend the claim. In the event that the Indemnifying Party does elect to conduct the defense of the subject claim, the Indemnified Party shall cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested by it, all at the expense of the Indemnifying Party and the Indemnified Party shall have the right at its expense to participate Claim in the defense, provided that the Indemnified Party will have the right to compromise and settle the claim only with the prior written consent of the Indemnifying Party. Any settlement to which the Indemnifying Party shall have consented in writing shall conclusively be deemed to be an obligation with respect to which the Indemnified Party is entitled to indemnification hereundergood faith.

Indemnification Notice. In Promptly upon obtaining knowledge of any claim, event, statements of facts or demand which has given rise to, or could reasonably give rise to, a claim for indemnification hereunder (including in the event that: case of a claim pursuant to Section 13.01 any claim which is not payable due to the limitations set forth in Section 13.02(b) hereof), any party seeking indemnification under this Article XIII (ian "Indemnified Party") shall give written notice of such claim or demand ("Notice of Claim") to the party from which indemnification is sought (an event occurs which gives a Person a right "Indemnifying Party"), setting forth the amount of the claim. The Indemnified Party shall furnish to indemnification hereunder; or (ii) any third party claim is asserted against a Person the Indemnifying Party, in reasonable detail, such information as it may have with respect to which such Person is entitled to indemnification hereunder, such Person (the “Indemnified Party”) shall, within sixty (60) days of the later of the occurrence of the event giving rise to the claim or the date that the indemnified party learned of such claim (providedincluding copies of any summons, howevercomplaint or other pleading which may have been served on it and any written claim, that if a claim arises demand, invoice, billing or other document evidencing or asserting the same). No failure or delay by virtue of litigation, then in no event less than ten (10) days prior to the date in which an appearance or answer is due, whichever is earlier), notify the Person obligated to indemnify it (the “Indemnifying Party”) of such claim by delivery of a written notice describing the claim and indicating the basis for indemnification hereunder. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party within ten (10) days after receipt from in the performance of the foregoing shall reduce or otherwise affect the obligation of any Indemnifying Party to indemnify and hold the Indemnified Party of notice of harmless, except to the extent that such claim, to conduct at its expenses the defense against such claim in its own name, failure or if necessary in the name of the Indemnified Party. In the event that the Indemnifying Party fails to give such notice, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party delay shall have the right to conduct such defense and, only with the prior consent of the Indemnifying Party which shall not be unreasonably withheld, to compromise and settle the claim. In the event that the Indemnifying Party does elect to conduct the defense of the subject claim, the Indemnified Party shall cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested by it, all at the expense of the Indemnifying Party and the Indemnified Party shall have the right at its expense to participate in the defense, provided that the Indemnified Party will have the right to compromise and settle the claim only with the prior written consent of adversely affected the Indemnifying Party. Any settlement 's ability to which the Indemnifying Party shall have consented in writing shall conclusively be deemed to be an obligation with respect to defend against, settle or satisfy any liability, damage, loss, claim or demand for which the Indemnified Party is entitled to indemnification hereunder.

Indemnification Notice. In the event that: (i) an event occurs which gives a Promptly after receipt by any Person a right to indemnification hereunder; or (ii) any third party claim is asserted against a Person with respect to which such Person is entitled to seek indemnification hereunder, such Person pursuant to Section 6.1 or 6.2 (the an “Indemnified Party”) of notice of the commencement of any action (including any governmental action), such Indemnified Party shall, within sixty (60) days of the later of the occurrence of the event giving rise to the claim or the date that the indemnified party learned of such claim (provided, however, that if a claim arises by virtue of litigation, then in no event less than ten respect thereof is to be made against any Party required to provide indemnification pursuant to Section 6.1 or 6.2 (10) days prior to the date in which an appearance or answer is due, whichever is earlier), notify the Person obligated to indemnify it (the “Indemnifying Party”) of such claim by delivery of ), deliver to the Indemnifying Party a written notice describing the claim and indicating the basis for indemnification hereunder. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party within ten (10) days after receipt from the Indemnified Party of notice of such claim, to conduct at its expenses the defense against such claim in its own name, or if necessary in the name of the Indemnified Party. In the event that commencement thereof and the Indemnifying Party fails to give such notice, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party shall have the right to conduct such defense participate in and, only with to the prior consent of extent the Indemnifying Party which shall not be unreasonably withheldso desires, jointly with any other Indemnifying Party similarly noticed, to compromise assume the defense thereof with counsel mutually satisfactory to the Parties; provided, however, that an Indemnified Party (together with all other Indemnified Parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and settle expenses to be paid by the claim. In Indemnifying Party, if representation of such Indemnified Party by the event that counsel retained by the Indemnifying Party does elect would be inappropriate due to conduct the defense of the subject claim, the actual or potential differing interests between such Indemnified Party shall cooperate with and make available any other party represented by such counsel in such proceeding. The failure to deliver written notice to the Indemnifying Party within a reasonable time of the commencement of any such assistance and materials as may be reasonably requested by itaction, all at if prejudicial to its ability to defend such action, shall relieve such Indemnifying Party of any liability to the expense of Indemnified Party under this Section 6, but the omission to deliver written notice to the Indemnifying Party and the will not relieve it of any liability that it may have to any Indemnified Party shall have the right at its expense to participate in the defense, provided that the Indemnified Party will have the right to compromise and settle the claim only with the prior written consent of the Indemnifying Party. Any settlement to which the Indemnifying Party shall have consented in writing shall conclusively be deemed to be an obligation with respect to which the Indemnified Party is entitled to indemnification hereunderotherwise than under this Section 6.

Indemnification Notice. In The Indemnifying Party shall have no obligation to hold harmless or indemnify the event thatIndemnified Party or any of its Affiliates for any claim under Section 10.2.1 (a “Indemnified Claim”) unless the Indemnified Party: (ia) an event occurs reasonably promptly notifies the Indemnifying Party in writing of the Indemnified Claim; provided that the Indemnified Party’s failure to give such reasonably prompt written notice to the Indemnifying Party shall not limit the Indemnified Party’s rights under this Section 10.2 except to the extent the Indemnifying Party’s defense of such Indemnified Claim is materially prejudiced by such failure; (b) allows the Indemnifying Party to have sole control of the defense and settlement of the Indemnified Claim using legal counsel approved by the Indemnified Party, which gives a Person a right to indemnification hereunderapproval shall not be unreasonably withheld or delayed; and (c) at the Indemnifying Party’s expense, reasonably cooperates with the Indemnifying Party, and provides the Indemnifying Party with reasonable assistance and complete information in its possession or (ii) any third party claim is asserted against a Person control, with respect to which such Person is entitled to indemnification hereunder, such Person (the “Indemnified Party”) shall, within sixty (60) days of the later of the occurrence of the event giving rise to the claim or the date that the indemnified party learned of such claim (provided, however, that if a claim arises by virtue of litigation, then in no event less than ten (10) days prior to the date in which an appearance or answer is due, whichever is earlier), notify the Person obligated to indemnify it (the “Indemnifying Party”) of such claim by delivery of a written notice describing the claim and indicating the basis for indemnification hereunderClaim. The Indemnifying Party shall have the rightnot, upon written notice to the Indemnified Party within ten (10) days after receipt from the Indemnified Party of notice of such claim, to conduct at its expenses the defense against such claim in its own name, or if necessary in the name of without the Indemnified Party. In the event that the Indemnifying Party fails to give such notice, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party shall have the right to conduct such defense and, only with the ’s prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheldwithheld or delayed), settle or otherwise consent to compromise and settle an adverse judgment in such Indemnified Claim if the claim. In the event that the Indemnifying Party does elect to conduct the defense of the subject claim, the Indemnified Party shall cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested by it, all at the expense of the Indemnifying Party and the Indemnified Party shall have the right at its expense to participate in the defense, provided same: (i) requires that the Indemnified Party will have or any of its Affiliates make any payment or bear any other obligations (beyond those required under this Agreement); (ii) includes any admission of wrongdoing or liability on the right to compromise and settle the claim only with the prior written consent part of the Indemnifying Party. Any settlement to which the Indemnifying Party shall have consented in writing shall conclusively be deemed to be an obligation with respect to which the Indemnified Party is entitled to indemnification hereunder.or any of its Affiliates; (iii) includes any manner of injunctive or other equitable relief; or (iv) materially diminishes any rights or interest of the

Indemnification Notice. In the event that: (i) an event occurs Promptly upon obtaining knowledge of any claim, event, facts or demand which gives rise to, or could reasonably be expected to give rise to, a Person claim for indemnification hereunder (including in the case of a right claim pursuant to Section 12.01 or 12.02 any claim which is not payable due to the limitations set forth in Section 12.03(b) hereof), any Party seeking indemnification hereunder; or under this Article XII (ii) any third party claim is asserted against a Person with respect to which such Person is entitled to indemnification hereunder, such Person (the an “Indemnified Party”) shall, within sixty (60) days of the later of the occurrence of the event giving rise to the claim or the date that the indemnified party learned shall give written notice of such claim or demand (provided, however, that if a claim arises by virtue “Notice of litigation, then in no event less than ten (10Claim”) days prior to the date in Party from which indemnification is sought (an appearance or answer is due, whichever is earlier), notify the Person obligated to indemnify it (the “Indemnifying Party”) ), setting forth the amount of such claim by delivery of a written notice describing the claim and indicating the basis for indemnification hereunderclaim. The Indemnifying Indemnified Party shall furnish to the Indemnifying Party, in reasonable detail, such information as it may have with respect to such indemnification claim (including copies of any summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the rightsame). Subject to Section 12.03(a), upon written notice to no failure or delay by the Indemnified Party within ten (10) days after receipt from in the performance of the foregoing shall reduce or otherwise affect the obligation of any Indemnifying Party to indemnify, defend and hold the Indemnified Party of notice of harmless, except to the extent that such claim, to conduct at its expenses the defense against such claim in its own name, failure or if necessary in the name of the Indemnified Party. In the event that the Indemnifying Party fails to give such notice, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party delay shall have the right to conduct such defense and, only with the prior consent of the Indemnifying Party which shall not be unreasonably withheld, to compromise and settle the claim. In the event that the Indemnifying Party does elect to conduct the defense of the subject claim, the Indemnified Party shall cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested by it, all at the expense of the Indemnifying Party and the Indemnified Party shall have the right at its expense to participate in the defense, provided that the Indemnified Party will have the right to compromise and settle the claim only with the prior written consent of adversely affected the Indemnifying Party. Any settlement ’s ability to which the Indemnifying Party shall have consented in writing shall conclusively be deemed to be an obligation with respect to defend against, settle or satisfy any loss, damage or expense for which the Indemnified Party is entitled to indemnification hereunder.

Indemnification Notice. In the event that: (i) an event occurs which gives a Promptly after receipt by any Person a right to indemnification hereunder; or (ii) any third party claim is asserted against a Person with respect to which such Person is entitled to seek indemnification hereunder, such Person pursuant to Sections 3.1 or 3.2 (the an “Indemnified Party”) of notice of the commencement of any action (including any governmental action), such Indemnified Party shall, within sixty (60) days of the later of the occurrence of the event giving rise to the claim or the date that the indemnified party learned of such claim (provided, however, that if a claim arises by virtue of litigation, then in no event less than ten respect thereof is to be made against any party hereto required to provide indemnification pursuant to Sections 3.1 or 3.2 (10) days prior to the date in which an appearance or answer is due, whichever is earlier), notify the Person obligated to indemnify it (the “Indemnifying Party”) of such claim by delivery of ), deliver to the Indemnifying Party a written notice describing the claim and indicating the basis for indemnification hereunder. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party within ten (10) days after receipt from the Indemnified Party of notice of such claim, to conduct at its expenses the defense against such claim in its own name, or if necessary in the name of the Indemnified Party. In the event that commencement thereof and the Indemnifying Party fails to give such notice, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party shall have the right to conduct such defense participate in and, only with to the prior consent of extent the Indemnifying Party which shall not be unreasonably withheldso desires, jointly with any other Indemnifying Party similarly noticed, to compromise assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an Indemnified Party (together with all other Indemnified Parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and settle expenses to be paid by the claim. In Indemnifying Party, if representation of such Indemnified Party by the event that counsel retained by the Indemnifying Party does elect would be inappropriate due to conduct the defense of the subject claim, the actual or potential differing interests between such Indemnified Party shall cooperate with and make available any other party represented by such counsel in such proceeding. The failure to deliver written notice to the Indemnifying Party within a reasonable time of the commencement of any such assistance and materials as may be reasonably requested by itaction, all at if prejudicial to its ability to defend such action, shall relieve such Indemnifying Party of any liability to the expense of Indemnified Party under this Section 3, but the omission to deliver written notice to the Indemnifying Party and the will not relieve it of any liability that it may have to any Indemnified Party shall have the right at its expense to participate in the defense, provided that the Indemnified Party will have the right to compromise and settle the claim only with the prior written consent of the Indemnifying Party. Any settlement to which the Indemnifying Party shall have consented in writing shall conclusively be deemed to be an obligation with respect to which the Indemnified Party is entitled to indemnification hereunderotherwise than under this Section 3.

Indemnification Notice. In the event that: (i) an event occurs Promptly upon obtaining knowledge of any claim, event, facts or demand which gives rise to, or could reasonably be expected to give rise to, a Person claim for indemnification hereunder (including in the case of a right claim pursuant to indemnification hereunder; or (iiSection 12.01(a) any third claim which is not payable due to the limitations set forth in Section 12.02(b) hereof), any party claim is asserted against a Person with respect to which such Person is entitled to seeking indemnification hereunder, such Person under this Article XII (the an “Indemnified Party”) shall, within sixty (60) days of the later of the occurrence of the event giving rise to the claim or the date that the indemnified party learned shall give written notice of such claim or demand (provided, however, that if a claim arises by virtue “Notice of litigation, then in no event less than ten (10Claim”) days prior to the date in party from which indemnification is sought (an appearance or answer is due, whichever is earlier), notify the Person obligated to indemnify it (the “Indemnifying Party”) ), setting forth the amount of such claim by delivery of a written notice describing the claim and indicating the basis for indemnification hereunderclaim. The Indemnifying Indemnified Party shall furnish to the Indemnifying Party, in reasonable detail, such information as it may have with respect to such indemnification claim (including copies of any summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the right, upon written notice to same). No failure or delay by the Indemnified Party within ten (10) days after receipt from in the performance of the foregoing shall reduce or otherwise affect the obligation of any Indemnifying Party to indemnify and hold the Indemnified Party of notice of harmless, except to the extent that such claim, to conduct at its expenses the defense against such claim in its own name, failure or if necessary in the name of the Indemnified Party. In the event that the Indemnifying Party fails to give such notice, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party delay shall have the right to conduct such defense and, only with the prior consent of the Indemnifying Party which shall not be unreasonably withheld, to compromise and settle the claim. In the event that the Indemnifying Party does elect to conduct the defense of the subject claim, the Indemnified Party shall cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested by it, all at the expense of the Indemnifying Party and the Indemnified Party shall have the right at its expense to participate in the defense, provided that the Indemnified Party will have the right to compromise and settle the claim only with the prior written consent of adversely affected the Indemnifying Party. Any settlement ’s ability to which the Indemnifying Party shall have consented in writing shall conclusively be deemed to be an obligation with respect to defend against, settle or satisfy any loss, damage or expense for which the Indemnified Party is entitled to indemnification hereunder.

Indemnification Notice. In case any such claim, suit, action or proceeding (a "Claim") is brought against any Indemnified Party in respect of which indemnification may be sought by such Indemnified Party pursuant hereto, the event that: (i) an event occurs which gives a Person a right to indemnification hereunder; or (ii) any third party claim is asserted against a Person with respect to which such Person is entitled to indemnification hereunder, such Person (the “Indemnified Party”) shall, within sixty (60) days of the later of the occurrence of the event giving rise Party shall give prompt written notice thereof to the claim or the date that the indemnified party learned of such claim (indemnifying party; provided, however, that if a claim arises by virtue the failure of litigationthe Indemnified Party to so notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have hereunder, then in no event less than ten (10) days prior except to the date in which an appearance or answer is due, whichever is earlierextent such failure actually materially prejudices the indemnifying party. Upon receipt of such notice of Claim (together with such documents and information from such Indemnified Party), notify the Person obligated indemnifying party shall, at its sole cost and expense, in good faith defend any such Claim with counsel reasonably satisfactory to indemnify it (the “Indemnifying such Indemnified Party”) of such claim by delivery of a written notice describing the claim and indicating the basis for indemnification hereunder. The Indemnifying Indemnified Party shall have will be entitled to participate but, subject to the rightnext sentence, upon not control, the defense of any such action, with its own counsel and at its own expense. Such Indemnified Party may elect to conduct the defense of the Claim, if: 5.4.1 such Indemnified Party reasonably determines that the conduct of its defense by the indemnifying party could be materially prejudicial to its interests, 5.4.2 the indemnifying party refuses to assume such defense (or fails to give written notice to the Indemnified Party within ten (10) days after of receipt from of a notice of Claim that the indemnifying party assumes such defense), or 5.4.3 the indemnifying party shall have failed, in such Indemnified Party of notice of such claim’ s reasonable judgment, to conduct at its expenses defend the defense against such claim Claim in its own name, or if necessary in the name of the Indemnified Party. In the event that the Indemnifying Party fails to give such notice, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party shall have the right to conduct such defense and, only with the prior consent of the Indemnifying Party which shall not be unreasonably withheld, to compromise and settle the claim. In the event that the Indemnifying Party does elect to conduct the defense of the subject claim, the Indemnified Party shall cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested by it, all at the expense of the Indemnifying Party and the Indemnified Party shall have the right at its expense to participate in the defense, provided that the Indemnified Party will have the right to compromise and settle the claim only with the prior written consent of the Indemnifying Party. Any settlement to which the Indemnifying Party shall have consented in writing shall conclusively be deemed to be an obligation with respect to which the Indemnified Party is entitled to indemnification hereundergood faith.