Common use of Indemnification Procedures Clause in Contracts

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding.

Indemnification Procedures. Promptly after After receipt by an a party entitled to indemnification ("indemnified party party") under this Section 7 Article VIII of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made by the indemnified party against the indemnifying party any person obligated to provide indemnification under this Section 7Article VIII ("indemnifying party"), such indemnified party will notify the indemnifying party in writing of the commencement thereof; but thereof as soon as practicable thereafter, provided that the failure omission to so to notify the indemnifying party (i) will not relieve it from any liability under paragraph (a) or (b) above unless and this Article VIII, except to the extent it did not otherwise learn of such action and such failure that the omission results in the forfeiture by the indemnifying party a failure of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations actual notice to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and such indemnifying party is damaged solely as a result of the indemnified party shall have reasonably concluded that there may be legal defenses available failure to it and/or other indemnified parties which are different from or additional to those available to the give such notice. The indemnifying party, (iii) upon the indemnifying party request of the indemnified party, shall not have employed retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of and any others the institution indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such action or counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (ivi) the indemnifying party shall authorize and the indemnified party shall have mutually agreed to employ separate the retention of such counsel at or (ii) the expense of named parties to any such proceeding (including any impleaded parties) include both the indemnifying party. An indemnifying party will not, without the prior written consent of and the indemnified parties, settle or compromise or consent party and representation of both parties by the same counsel would be inappropriate due to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties differing interests between them. 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 such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnify the indemnified party from all and against any loss or liability arising out by reason of such claim, action, suit settlement or proceedingjudgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedures. Promptly after After receipt by an a party entitled to indemnification ("indemnified party party") under this Section 7 Article IX of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made by the indemnified party against the indemnifying party any person obligated to provide indemnification under this Section 7Article IX ("indemnifying party"), such indemnified party will notify the indemnifying party in writing of the commencement thereof; but thereof as soon as practicable thereafter, provided that the failure omission to so to notify the indemnifying party (i) will not relieve it from any liability under paragraph (a) or (b) above unless and this Article IX, except to the extent it did not otherwise learn of such action and such failure that the omission results in the forfeiture by the indemnifying party a failure of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations actual notice to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and such indemnifying party is damaged solely as a result of the indemnified party shall have reasonably concluded that there may be legal defenses available failure to it and/or other indemnified parties which are different from or additional to those available to the give such notice. The indemnifying party, (iii) upon the indemnifying party request of the indemnified party, shall not have employed retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a and any others the indemnifying party may designate in such proceeding and shall pay the reasonable time after notice of the institution fees and disbursements of such action or counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (ivi) the indemnifying party shall authorize and the indemnified party shall have mutually agreed to employ separate the retention of such counsel at or (ii) the expense of named parties to any such proceeding (including any impleaded parties) include both the indemnifying party. An indemnifying party will not, without the prior written consent of and the indemnified parties, settle or compromise or consent party and representation of both parties by the same counsel would be inappropriate due to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties differing interests between them. 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 such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnify the indemnified party from all and against any loss or liability arising out by reason of such claim, action, suit settlement or proceedingjudgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article IX. The indemnification provisions contained in this Article IX shall survive any termination of this Agreement.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 of a Person receives notice of a claim or the commencement of any actionan action for which the Person intends to seek indemnification under Section 8.01, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, Person will notify the indemnifying party in writing of the claim or commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party action, suit or parties except as set forth below)proceeding; provided, however, that such failure to notify the indemnifying party will not relieve the indemnifying party from liability under Section 8.01, except to the extent it has been materially prejudiced by the failure to give notice. The indemnifying party will be entitled to participate in the defense of any claim, action, suit or proceeding as to which indemnification is being sought, and if the indemnifying party acknowledges in writing the obligation to indemnify the party against whom the claim or action is brought, the indemnifying party may (but will not be required to) assume the defense against the claim, action, suit or proceeding with counsel shall be reasonably satisfactory to the it. After an indemnifying party notifies an indemnified party. Notwithstanding party that the indemnifying party’s election party wishes to appoint counsel to represent assume the defense of a claim, action, suit or proceeding, the indemnifying party will not be liable for any legal or other expenses incurred by the indemnified party in an connection with the defense against the claim, action, suit or proceeding except that if, in the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use opinion of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) one or more of the indemnified parties should be separately represented in connection with a claim, action, suit or proceeding, the indemnifying party shall not have employed will pay the reasonable fees and expenses of one separate counsel reasonably satisfactory to for the indemnified party parties. Each indemnified party, as a condition to represent the indemnified party within a receiving indemnification as provided in Section 8.01, will cooperate in all reasonable time after notice of the institution of such action or (iv) respects with the indemnifying party shall authorize in the indemnified party defense of any action or claim as to employ separate counsel at the expense of the indemnifying partywhich indemnification is sought. An No indemnifying party will notbe liable for any settlement of any action effected without its prior written consent. No indemnifying party will, without the prior written consent of the indemnified partiesparty, settle effect any settlement of a pending or compromise or consent to the entry of any judgment threatened action with respect to any which an indemnified party is, or is informed that it may be, made a party, and for which it would be entitled to indemnification, unless the settlement includes an unconditional release of the indemnified party from all liability and claims which are the subject matter of the pending or threatened action. If for any reason the indemnification provided for in this Agreement is not available to, or is not sufficient to hold harmless, an indemnified party in respect of any loss or liability referred to in Section 8.01 as to which it is entitled to indemnification thereunder, each indemnifying party will, in lieu of indemnifying the indemnified party, contribute to the amount paid or payable by the indemnified party as a result of such loss or liability, (i) in the proportion which is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and by the indemnified party on the other from the sale of the Shares which is the subject of the claim, action, suit or proceeding which resulted in respect the loss or liability or (ii) if that allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits of which indemnification or contribution may be sought hereunder (whether or not the sale of such Shares, but also the relative fault of the indemnifying party and the indemnified parties party with respect to the statements or omissions which are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release the subject of each indemnified party from all liability arising out of such the claim, action, suit or proceedingproceeding that resulted in the loss or liability, as well as any other relevant equitable considerations.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 hereunder of notice of the commencement of any action, such indemnified party willshall, if a claim in respect thereof is to be made against the indemnifying party under this Section 7hereunder, notify the indemnifying party in writing of the commencement thereof; , but the failure omission so to notify the indemnifying party (i) will shall not relieve it from any liability which it may have to such indemnified party other than under paragraph (athis Section 10(b) or (b) above unless and shall only relieve it from any liability which it may have to such indemnified party under this Section 10(b), except and only if and to the extent it did not otherwise learn of the indemnifying party is prejudiced by such omission. In case any such action shall be brought against any indemnified party and such failure results in the forfeiture by it shall notify the indemnifying party of substantial rights and defenses and (ii) will notthe commencement thereof, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel of satisfactory to such indemnified party, and, after notice from the indemnifying party’s choice at the indemnifying party’s expense party to represent the such indemnified party in any action for which indemnification is sought (in which case of its election so to assume and undertake the defense thereof, the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the liable to such indemnified party or parties except as set forth below); under this Section 10(b) for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that such counsel shall be reasonably satisfactory to that, if the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party defendants in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified indemnifying party shall have reasonably concluded that there may be legal reasonable defenses available to it and/or other indemnified parties party which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, (iii) the indemnifying party indemnified parties, as a group, shall not have employed counsel the right to select one separate counsel, reasonably satisfactory to the indemnified party and indemnifying party, and to represent assume such legal defenses and otherwise to participate in the indemnified party within a reasonable time after notice of the institution defense of such action or (iv) action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceedingas incurred.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 of a person receives notice of a claim or the commencement of any actionan action for which the person intends to seek indemnification under Section 8.1, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, person will notify the indemnifying party in writing of the claim or commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party action, suit or parties except as set forth below)proceeding; provided, however, that such failure to notify the indemnifying party will not relieve the indemnifying party from liability under Section 8.1, except to the extent it has been materially prejudiced by the failure to give notice. The indemnifying party will be entitled to participate in the defense of any claim, action, suit or proceeding as to which indemnification is being sought, and if the indemnifying party acknowledges in writing the obligation to indemnify the party against whom the claim or action is brought, the indemnifying party may (but will not be required to) assume the defense against the claim, action, suit or proceeding with counsel shall be reasonably satisfactory to the it. After an indemnifying party notifies an indemnified party. Notwithstanding party that the indemnifying party’s election party wishes to appoint counsel to represent assume the defense of a claim, action, suit or proceeding, the indemnifying party will not be liable for any legal or other expenses incurred by the indemnified party in an connection with the defense against the claim, action, suit or proceeding except that if, in the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use opinion of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, one or more of the indemnified parties should be separately represented in connection with a claim, action, suit or proceeding, the indemnifying party will pay the reasonable fees and expenses of one separate counsel for the indemnified parties. Each indemnified party, as a condition to receiving indemnification as provided in Section 8.1, will cooperate in all reasonable respects with the indemnifying party in the defense of any action or claim as to which indemnification is sought. No indemnifying party will be liable for any settlement of any action effected without its prior written consent. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested (by written notice provided in accordance with Section 9.4) an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated hereby effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received written notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) the such indemnifying party shall not have employed counsel reasonably satisfactory reimbursed such indemnified party in accordance with such request prior to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution date of such action or (iv) the settlement. No indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will notwill, without the prior written consent of the indemnified partiesparty, settle effect any settlement of a pending or compromise or consent to the entry of any judgment threatened action with respect to any which an indemnified party is, or is informed that it may be, made a party and for which it would be entitled to indemnification, unless the settlement includes an unconditional release of the indemnified party from all liability and claims which are the subject matter of the pending or threatened action. If for any reason the indemnification provided for in this Agreement is not available to, or is not sufficient to hold harmless, an indemnified party in respect of any loss or liability referred to in Section 8.1 as to which such indemnified party is entitled to indemnification thereunder, each indemnifying party shall, in lieu of indemnifying the indemnified party, contribute to the amount paid or payable by the indemnified party as a result of such loss or liability, (i) in the proportion which is appropriate to reflect the relative benefits received by the indemnifying party, on the one hand, and by the indemnified party, on the other hand, from the sale of Shares which is the subject of the claim, action, suit or proceeding which resulted in respect the loss or liability or (ii) if the allocation provided by clause (i) 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 which indemnification or contribution may be sought hereunder (whether or not the indemnifying party, on the one hand, and the indemnified parties party, on the other hand, with respect to the statements or omissions which are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release the subject of each indemnified party from all liability arising out of such the claim, action, suit or proceedingproceeding that resulted in the loss or liability, as well as any other relevant equitable considerations. The remedies provided for in Section 8.1 and this Section 8.2 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity.

Indemnification Procedures. Promptly after After receipt by an a party entitled to indemnification ("indemnified party party") under this Section 7 11 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made by the indemnified party against the indemnifying party any person obligated to provide indemnification under this Section 711 ("indemnifying party"), such indemnified party will notify the indemnifying party in writing of the commencement thereof; but thereof as soon as practicable thereafter, provided that the failure omission to so to notify the indemnifying party (i) will not relieve it from any liability under paragraph (a) or (b) above unless and this Section 11, except to the extent it did not otherwise learn of such action and such failure that the omission results in the forfeiture by the indemnifying party a failure of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations actual notice to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and such indemnifying party is damaged solely as a result of the indemnified party shall have reasonably concluded that there may be legal defenses available failure to it and/or other indemnified parties which are different from or additional to those available to the give such notice. The indemnifying party, (iii) upon the indemnifying party request of the indemnified party, shall not have employed retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of and any others the institution indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such action or counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (ivi) the indemnifying party shall authorize and the indemnified party shall have mutually agreed to employ separate the retention of such counsel at or (ii) the expense of named parties to any such proceeding (including any impleaded parties) include both the indemnifying party. An indemnifying party will not, without the prior written consent of and the indemnified parties, settle or compromise or consent party and representation of both parties by the same counsel would be inappropriate due to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties differing interests between them. 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 such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnify the indemnified party from all and against any loss or liability arising out by reason of such claim, action, suit settlement or proceedingjudgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this SECTION 11. The indemnification provisions contained in this SECTION 11 shall survive any termination of this Agreement.

Indemnification Procedures. Promptly after After receipt by an a party entitled to indemnification ("indemnified party party") under this Section 7 Article IX of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made by the indemnified party against the indemnifying party any person obligated to provide indemnification under this Section 7Article IX ("indemnifying party"), such indemnified party will notify the indemnifying party in writing of the commencement thereof; but thereof as soon as practicable thereafter, provided that the failure omission to so to notify the indemnifying party (i) will not relieve it from any liability under paragraph (a) or (b) above unless and this Article IX, except to the extent it did not otherwise learn of such action and such failure that the omission results in the forfeiture by the indemnifying party a failure of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations actual notice to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and such indemnifying party is damaged solely as a result of the indemnified party shall have reasonably concluded that there may be legal defenses available failure to it and/or other indemnified parties which are different from or additional to those available to the give such notice. The indemnifying party, (iii) upon the indemnifying party request of the indemnified party, shall not have employed retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a and any others the indemnifying party may designate in such proceeding and shall pay the reasonable time after notice of the institution fees and disbursements of such action or counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (iva) the indemnifying party shall authorize and the indemnified party shall have mutually agreed to employ separate the retention of such counsel at or (b) the expense of named parties to any such proceeding (including any impleaded parties) include both the indemnifying party. An indemnifying party will not, without the prior written consent of and the indemnified parties, settle or compromise or consent party and representation of both parties by the same counsel would be inappropriate due to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties differing interests between them. 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 such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnify the indemnified party from all and against any loss or liability arising out by reason of such claim, action, suit settlement or proceedingjudgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article IX. The indemnification provisions contained in this Article IX shall survive any termination of this Agreement.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party willshall, if a claim in respect thereof is to be made against the indemnifying party under this Section 7party, notify the indemnifying party in writing of the commencement thereof; but the failure omission so to notify the indemnifying party (i) will shall not relieve it from any liability which it may have to any indemnified party otherwise than under paragraph (a) this Article 4 or (b) above unless and to the extent that it did has not otherwise learn been prejudiced as a proximate result of such failure. In case any such action shall be brought against any indemnified party, and such failure results in the forfeiture by it shall notify the indemnifying party of substantial rights and defenses and (ii) will notthe commencement thereof, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel of the indemnifying reasonably satisfactory to such indemnified party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to if the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party defendants in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the Company, the indemnified party or parties shall have the right to select one separate counsel to assert such legal defenses (in which case the indemnifying partyparty shall not have the right to direct the defense of such action on behalf of the indemnified party or parties). Upon the permitted assumption by the indemnifying party of the defense of such action, and approval by the indemnified party of counsel, the indemnifying party shall not be liable to such indemnified party under this Article 4 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof (other than reasonable costs or investigation) unless (i) the indemnified party shall have employed one separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence, (iiiii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of time, (iii) the institution indemnifying party and its counsel do not actively and vigorously pursue the defense of such action or (iv) the indemnifying party shall authorize has authorized the employment of counsel for the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding.

Indemnification Procedures. Promptly after After receipt by an a party entitled to indemnification (“indemnified party party”) under this Section 7 Article IX of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made by the indemnified party against the indemnifying party any person obligated to provide indemnification under this Section 7Article IX (“indemnifying party”), such indemnified party will notify the indemnifying party in writing of the commencement thereof; but thereof as soon as practicable thereafter, provided that the failure omission to so to notify the indemnifying party (i) will not relieve it from any liability under paragraph (a) or (b) above unless and this Article IX, except to the extent it did not otherwise learn of such action and such failure that the omission results in the forfeiture by the indemnifying party a failure of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations actual notice to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and such indemnifying party is damaged solely as a result of the indemnified party shall have reasonably concluded that there may be legal defenses available failure to it and/or other indemnified parties which are different from or additional to those available to the give such notice. The indemnifying party, (iii) upon the indemnifying party request of the indemnified party, shall not have employed retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a and any others the indemnifying party may designate in such proceeding and shall pay the reasonable time after notice of the institution fees and disbursements of such action or counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (iva) the indemnifying party shall authorize and the indemnified party shall have mutually agreed to employ separate the retention of such counsel at or (b) the expense of named parties to any such proceeding (including any impleaded parties) include both the indemnifying party. An indemnifying party will not, without the prior written consent of and the indemnified parties, settle or compromise or consent party and representation of both parties by the same counsel would be inappropriate due to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties differing interests between them. 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 such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnify the indemnified party from all and against any loss or liability arising out by reason of such claim, action, suit settlement or proceedingjudgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article IX. The indemnification provisions contained in this Article IX shall survive any termination of this Agreement.

Indemnification Procedures. Promptly after receipt by an (a) If the indemnified party under parties shall seek indemnification pursuant to this Section 7 Article 5, the indemnified parties shall give prompt notice to the Company (as such, the "indemnifying party") of notice the assertion of any claim, or the commencement of any action, such indemnified party willsuit or proceeding, if a claim in respect thereof is to of which indemnity may be made against sought hereunder and will give the indemnifying party under this Section 7, notify such information with respect thereto as the indemnifying party in writing of the commencement thereof; may reasonably request, but the no failure so to notify the indemnifying party (i) will not give such notice shall relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will notany liability hereunder, in any event, relieve except to the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) extent of actual prejudice or (b) abovedamages suffered as a result thereof. The indemnifying party shall be entitled may, at its expense, participate in or assume the defense of any such action, suit or proceeding involving a third party with counsel reasonably acceptable to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party. The indemnified party will have the right to employ its counsel in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for such action, but the fees and expenses of any separate such counsel retained will be at the expense of such indemnified party unless (i) the employment of counsel by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding has been authorized in writing by the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action named parties include both the indemnified party and the indemnifying party party, and such counsel has advised the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which that are different from or additional in addition to those available to the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party, ) or (iii) the indemnifying party shall has not have in fact employed counsel reasonably satisfactory to assume the indemnified party to represent the indemnified party defense of such action within a reasonable time after receiving notice of the institution commencement of such action or (iv) the indemnifying party shall authorize action, in each of which cases the indemnified party to employ separate reasonable fees and expenses of counsel will be at the expense of the indemnifying party. An , and the indemnifying party will not, without the prior written consent of the indemnified parties, settle shall reimburse or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether pay such fees and expenses as they are incurred. Whether or not the indemnified indemnifying party chooses to defend or prosecute any claim involving a third party, all the parties are actual hereto shall cooperate in the defense or potential parties to prosecution thereof and shall furnish such claim or action) unless records, information and testimony, and attend such settlementconferences, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claimdiscovery proceedings, actionhearings, suit or proceedingtrials and appeals, as may be reasonably requested in connection therewith.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 of a person receives notice of a claim or the commencement of any actionan action for which the person intends to seek indemnification under Section 8.1, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, person will notify the indemnifying party in writing of the claim or commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party action, suit or parties except as set forth below)proceeding; provided, however, that such failure to notify the indemnifying party will not relieve the indemnifying party from liability under Section 8.1, except to the extent it has been materially prejudiced by the failure to give notice. The indemnifying party will be entitled to participate in the defense of any claim, action, suit or proceeding as to which indemnification is being sought, and if the indemnifying party acknowledges in writing the obligation to indemnify the party against whom the claim or action is brought, the indemnifying party may (but will not be required to) assume the defense against the claim, action, suit or proceeding with counsel shall be reasonably satisfactory to the it. After an indemnifying party notifies an indemnified party. Notwithstanding party that the indemnifying party’s election party wishes to appoint counsel to represent assume the defense of a claim, action, suit or proceeding, the indemnifying party will not be liable for any legal or other expenses incurred by the indemnified party in an connection with the defense against the claim, action, suit or proceeding except that if, in the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use opinion of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) one or more of the indemnified parties should be separately represented in connection with a claim, action, suit or proceeding, the indemnifying party shall not have employed will pay the reasonable fees and expenses of one separate counsel reasonably satisfactory to for the indemnified party parties. Each indemnified party, as a condition to represent the indemnified party within a receiving indemnification as provided in Section 8.1, will cooperate in all reasonable time after notice of the institution of such action or (iv) respects with the indemnifying party shall authorize in the indemnified party defense of any action or claim as to employ separate counsel at the expense of the indemnifying partywhich indemnification is sought. An No indemnifying party will notbe liable for any settlement of any action effected without its prior written consent. No indemnifying party will, without the prior written consent of the indemnified partiesparty, settle effect any settlement of a pending or compromise or consent to the entry of any judgment threatened action with respect to any which an indemnified party is, or is informed that it may be, made a party and for which it would be entitled to indemnification, unless the settlement includes an unconditional release of the indemnified party from all liability and claims which are the subject matter of the pending or threatened action. If for any reason the indemnification provided for in this Agreement is not available to, or is not sufficient to hold harmless, an indemnified party in respect of any loss or liability referred to in Section 8.1 as to which it is entitled to indemnification thereunder, each indemnifying party will, in lieu of indemnifying the indemnified party, contribute to the amount paid or payable by the indemnified party as a result of such loss or liability, (i) in the proportion which is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and by the indemnified party on the other from the sale of Shares which is the subject of the claim, action, suit or proceeding which resulted in respect the loss or liability or (ii) if that allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits of which indemnification or contribution may be sought hereunder (whether or not the sale of such Shares, but also the relative fault of the indemnifying party and the indemnified parties party with respect to the statements or omissions which are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release the subject of each indemnified party from all liability arising out of such the claim, action, suit or proceedingproceeding that resulted in the loss or liability, as well as any other relevant equitable considerations.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 of a person receives notice of a -------------------------- claim or the commencement of any an action, such indemnified party willsuit or proceeding for which the person intends to seek indemnification under Paragraph (a), if a claim in respect thereof is to be made against the indemnifying party under this Section 7, person will notify the indemnifying party in writing of the claim or commencement thereof; of the action, suit or proceeding, but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph liability under Paragraph (a) or (b) above), except to the extent the indemnifying party has been materially prejudiced by the failure to give notice. The indemnifying party shall will be entitled to appoint counsel participate in the defense of the indemnifying party’s choice at the indemnifying party’s expense any claim, action, suit or proceeding as to represent the indemnified party in any action for which indemnification is sought (in which case being sought, or the indemnifying party shall may (but will not thereafter be responsible for required to) assume the fees and expenses of any separate counsel retained by defense against the indemnified party or parties except as set forth below); providedclaim, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of suit or proceeding with legal counsel chosen by the indemnifying party. After an indemnifying party notifies an indemnified party that the indemnifying party wishes to represent assume the defense of a claim, action, suit or proceeding the indemnifying party will not be liable for any legal or other expenses incurred by the indemnified party would present such in connection with the defense against the claim, action, suit or proceeding, except that if, in the opinion of legal counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) one or more of the indemnified parties should be separately represented in connection with a claim, action, suit or proceeding the indemnifying party shall not have employed will pay the reasonable fees and expenses of one separate counsel reasonably satisfactory to for the indemnified party parties. Each indemnified party, as a condition precedent to represent the indemnified party within a reasonable time after notice of the institution of such action or receiving indemnification as provided in Paragraph (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel a), will, at the cost and expense of the indemnifying party, cooperate in all reasonable respects with the indemnifying party in the defense of the claim, action, suit or proceeding as to which indemnification is sought. An No indemnifying party will notbe liable for any settlement of any claim, action, suit or proceeding effected without its prior written consent. No indemnifying party will, without the prior written consent of the indemnified partiesparty, settle or compromise or consent to the entry effect any settlement of any judgment with respect to any a pending or threatened claim, action, suit action or proceeding in with respect of which indemnification an indemnified party is, or contribution is informed that it may be, made a party and for which it would be sought hereunder (whether or not entitled to indemnification, unless the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent settlement includes an unconditional release of each the indemnified party from all liability arising out and claims which are the subject matter of such claim, action, suit the pending or proceedingthreatened action other than financial obligations for which the indemnified party will be indemnified hereunder.

Indemnification Procedures. Promptly after After receipt by an a party entitled -------------------------- to indemnification ("indemnified party party") under this Section 7 Article VIII of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made by the indemnified party against the indemnifying party any person obligated to provide indemnification under this Section 7Article VIII ("indemnifying party"), such indemnified party will notify the indemnifying party in writing of the commencement thereof; but thereof as soon as practicable thereafter, provided that the failure omission to so to notify the indemnifying party (i) will not relieve it from any liability under paragraph (a) or (b) above unless and this Article VIII, except to the extent it did not otherwise learn of such action and such failure that the omission results in the forfeiture by the indemnifying party a failure of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations actual notice to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and such indemnifying party is damaged solely as a result of the indemnified party shall have reasonably concluded that there may be legal defenses available failure to it and/or other indemnified parties which are different from or additional to those available to the give such notice. The indemnifying party, (iii) upon the indemnifying party request of the indemnified party, shall not have employed retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of and any others the institution indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such action or counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel and to participate in the defense of such proceeding, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (ivi) the indemnifying party shall authorize and the indemnified party shall have mutually agreed to employ separate the retention of such counsel at or (ii) the expense of named parties to any such proceeding (including any impleaded parties) include both the indemnifying party. An indemnifying party will not, without the prior written consent of and the indemnified parties, settle or compromise or consent party and representation of both parties by the same counsel would be inappropriate due to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties differing interests between them. 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 against the indemnified party, the indemnifying party agrees to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnify the indemnified party from all and against any loss or liability arising out by reason of such claim, action, suit settlement or proceedingjudgment. The amount of any indemnification due the Company by the Adviser that is not satisfied by the Adviser shall be satisfied by making adjustments to one or more of the reinsurance treaties that exist between Pacific Mutual Life Insurance Company and M Life Insurance Company. The manner in which such adjustments are made shall be reasonably agreed to by Pacific Mutual Life Insurance Company and M Life Insurance Company. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 hereunder of notice of the commencement of any action, such indemnified party willshall, if a claim in respect thereof is to be made against the indemnifying party under this Section 7hereunder, notify the indemnifying party in writing of the commencement thereof; , but the failure omission so to notify the indemnifying party (i) will shall not relieve it from any liability under paragraph (a) or (b) above unless and to the extent which it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations may have to any indemnified party other than under this Section 4. In case any such action shall be brought against any indemnified party and it shall notify the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel of satisfactory to such indemnified party, and, after notice from the indemnifying party’s choice at the indemnifying party’s expense party to represent the such indemnified party in any action for which indemnification is sought (in which case of its election so to assume and undertake the defense thereof, the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the liable to such indemnified party or parties except as set forth below)under this Section 4 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected; provided, however, that such counsel shall be reasonably satisfactory to if the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party defendants in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal reasonable defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified party shall have the right to select a separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. 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 at the expense of such indemnified party unless (iiii) the indemnifying party shall not have employed failed to retain counsel reasonably satisfactory to for the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action person as aforesaid or (ivii) the indemnifying party and such indemnified party shall authorize have mutually agreed to the retention of such counsel. It is understood that the indemnifying party shall not, in connection with any action or related actions in the same jurisdiction, be liable for the fees and disbursements of more than one separate firm qualified in such jurisdiction to act 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 the indemnified party to employ separate counsel from and against any loss or liability by reason of such settlement or judgment. The indemnification of underwriters provided for in this Section 4 shall be on such other terms and conditions as are at the expense time customary and reasonably required by such underwriters. In that event the indemnification of the indemnifying party. An indemnifying party will not, without sellers of Restricted Stock in such underwriting shall at the prior written consent of the indemnified parties, settle or compromise or consent sellers' request be modified to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties conform to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceedingterms and conditions.

Indemnification Procedures. Promptly after After receipt by an a party entitled to indemnification ("indemnified party party") under this Section 7 Article VIII of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made by the indemnified party against the indemnifying party any person obligated to provide indemnification under this Section 7Article VIII ("indemnifying party"), such indemnified party will notify the indemnifying party in writing of the commencement thereof; but thereof as soon as practicable thereafter, provided that the failure omission to so to notify the indemnifying party (i) will not relieve it from any liability under paragraph (a) or (b) above unless and this Article VIII, except to the extent it did not otherwise learn of such action and such failure that the omission results in the forfeiture by a failure of actual notice to the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the such indemnifying party from any obligations is damaged solely as a result of the failure to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) abovegive such notice. The indemnifying party shall be entitled to appoint counsel party, upon the request of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of and any others the institution indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such action or counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (iv1) the indemnifying party shall authorize and the indemnified party shall have mutually agreed to employ separate the retention of such counsel at or (ii) the expense of named parties to any such proceeding (including any impleaded parties) include both the indemnifying party. An indemnifying party will not, without the prior written consent of and the indemnified parties, settle or compromise or consent party and representation of both parties by the same counsel would be inappropriate due to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties differing interests between them. 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 such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnify the indemnified party from all and against any loss or liability arising out by reason of such claim, action, suit settlement or proceedingjudgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VHI. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 of a Person receives notice of a claim or the commencement of any actionan action for which the Person intends to seek indemnification under Section 8.1, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, Person will notify the indemnifying party in writing of the claim or commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party action, suit or parties except as set forth below)proceeding; provided, however, that such failure to notify the indemnifying party will not relieve the indemnifying party from liability under Section 8.1, except to the extent it has been materially prejudiced by the failure to give notice. The indemnifying party will be entitled to participate in the defense of any claim, action, suit or proceeding as to which indemnification is being sought, and if the indemnifying party acknowledges in writing the obligation to indemnify the party against whom the claim or action is brought, the indemnifying party may (but will not be required to) assume the defense against the claim, action, suit or proceeding with counsel shall be reasonably satisfactory to the it. After an indemnifying party notifies an indemnified party. Notwithstanding party that the indemnifying party’s election party wishes to appoint counsel to represent assume the defense of a claim, action, suit or proceeding, the indemnifying party will not be liable for any legal or other expenses incurred by the indemnified party in an connection with the defense against the claim, action, suit or proceeding except that if, in the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use opinion of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, one or more of the indemnified parties should be separately represented in connection with a claim, action, suit or proceeding, the indemnifying party will pay the reasonable fees and expenses of one separate counsel for the indemnified parties. Each indemnified party, as a condition to receiving indemnification as provided in Section 8.1, will cooperate in all reasonable respects with the indemnifying party in the defense of any action or claim as to which indemnification is sought. No indemnifying party will be liable for any settlement of any action effected without its prior written consent. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested (by written notice provided in accordance with Section 9.4) an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated hereby effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received written notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) the such indemnifying party shall not have employed counsel reasonably satisfactory reimbursed such indemnified party in accordance with such request prior to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution date of such action or (iv) the settlement. No indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will notwill, without the prior written consent of the indemnified partiesparty, settle effect any settlement of a pending or compromise or consent to the entry of any judgment threatened action with respect to any which an indemnified party is, or is informed that it may be, made a party and for which it would be entitled to indemnification, unless the settlement includes an unconditional release of the indemnified party from all liability and claims which are the subject matter of the pending or threatened action. If for any reason the indemnification provided for in this Agreement is not available to, or is not sufficient to hold harmless, an indemnified party in respect of any loss or liability referred to in Section 8.1 as to which such indemnified party is entitled to indemnification thereunder, each indemnifying party shall, in lieu of indemnifying the indemnified party, contribute to the amount paid or payable by the indemnified party as a result of such loss or liability, (i) in the proportion which is appropriate to reflect the relative benefits received by the indemnifying party, on the one hand, and by the indemnified party, on the other hand, from the sale of Shares which is the subject of the claim, action, suit or proceeding which resulted in respect the loss or liability or (ii) if the allocation provided by clause (i) 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 which indemnification or contribution may be sought hereunder (whether or not the indemnifying party, on the one hand, and the indemnified parties party, on the other hand, with respect to the statements or omissions which are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release the subject of each indemnified party from all liability arising out of such the claim, action, suit or proceedingproceeding that resulted in the loss or liability, as well as any other relevant equitable considerations. The remedies provided for in Section 8.1 and this Section 8.2 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified Person at law or in equity.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding.. 37

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 of a Person receives notice of a claim or the commencement of any actionan action for which the Person intends to seek indemnification under Section 8.1, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, Person will notify the indemnifying party in writing of the claim or commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party action, suit or parties except as set forth below)proceeding; provided, however, that such failure to notify the indemnifying party will not relieve the indemnifying party from liability under Section 8.1, except to the extent it has been materially prejudiced by the failure to give notice. The indemnifying party will be entitled to participate in the defense of any claim, action, suit or proceeding as to which indemnification is being sought, and if the indemnifying party acknowledges in writing the obligation to indemnify the party against whom the claim or action is brought, the indemnifying party may (but will not be required to) assume the defense against the claim, action, suit or proceeding with counsel shall be reasonably satisfactory to the it. After an indemnifying party notifies an indemnified party. Notwithstanding party that the indemnifying party’s election party wishes to appoint counsel to represent assume the defense of a claim, action, suit or proceeding, the indemnifying party will not be liable for any legal or other expenses incurred by the indemnified party in an connection with the defense against the claim, action, suit or proceeding except that if, in the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use opinion of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, one or more of the indemnified parties should be separately represented in connection with a claim, action, suit or proceeding, the indemnifying party will pay the reasonable fees and expenses of one separate counsel for the indemnified parties. Each indemnified party, as a condition to receiving indemnification as provided in Section 8.1, will cooperate in all reasonable respects with the indemnifying party in the defense of any action or claim as to which indemnification is sought. No indemnifying party will be liable for any settlement of any action effected without its prior written consent. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested (iiiby written notice provided in accordance with Section 9.4) an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated hereby effected without its written consent if (a) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (b) such indemnifying party shall have received written notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (c) such indemnifying party shall not have employed counsel reasonably satisfactory reimbursed such indemnified party in accordance with such request prior to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution date of such action or (iv) the settlement. No indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will notwill, without the prior written consent of the indemnified partiesparty, settle effect any settlement of a pending or compromise or consent to the entry of any judgment threatened action with respect to any which an indemnified party is, or is informed that it may be, made a party and for which it would be entitled to indemnification, unless the settlement includes an unconditional release of the indemnified party from all liability and claims which are the subject matter of the pending or threatened action. If for any reason the indemnification provided for in this Agreement is not available to, or is not sufficient to hold harmless, an indemnified party in respect of any loss or liability referred to in Section 8.1 as to which such indemnified party is entitled to indemnification thereunder, each indemnifying party shall, in lieu of indemnifying the indemnified party, contribute to the amount paid or payable by the indemnified party as a result of such loss or liability, (i) in the proportion which is appropriate to reflect the relative benefits received by the indemnifying party, on the one hand, and by the indemnified party, on the other hand, from the sale of Securities which is the subject of the claim, action, suit or proceeding which resulted in respect the loss or liability or (ii) if the allocation provided by clause (i) 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 which indemnification or contribution may be sought hereunder (whether or not the indemnifying party, on the one hand, and the indemnified parties party, on the other hand, with respect to the statements or omissions which are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release the subject of each indemnified party from all liability arising out of such the claim, action, suit or proceedingproceeding that resulted in the loss or liability, as well as any other relevant equitable considerations. The remedies provided for in Section 8.1 and this Section 8.2 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified Person at law or in equity.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 of a person receives notice of a claim or the commencement of any actionan action for which the person intends to seek indemnification under paragraph (a) or (b) of Section 8.1, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, person will notify the indemnifying party in writing of the claim or commencement thereof; of the action, suit or proceeding, but the failure so to notify the indemnifying party (i) will not relieve it the indemnifying party from liability under paragraph (a) or (b) above unless and of Section 8.1, except to the extent it did not otherwise learn of such action and such has been materially prejudiced by the failure results to give notice. The indemnifying party will be entitled to participate in the forfeiture by defense of any claim, action, suit or proceeding as to which indemnification is being sought, and if the indemnifying party of substantial rights and defenses and (ii) will notacknowledges in writing the obligation to indemnify the party against whom the claim or action is brought, in any event, relieve the indemnifying party from any obligations may (but will not be required to) assume the defense against the claim, action, suit or proceeding with counsel satisfactory to any it. After an indemnifying party notifies an indemnified party that the indemnifying party wishes to assume the defense of a claim, action, suit or proceeding the indemnifying party will not be liable for any legal or other than expenses incurred by the indemnified party in connection with the defense against the claim, action, suit or proceeding except that if, in the opinion of counsel to the indemnifying party, one or more of the indemnified parties should be separately represented in connection with a claim, action, suit or proceeding the indemnifying party will pay the reasonable fees and expenses of one separate counsel for the indemnified parties. Each indemnified party, as a condition to receiving indemnification as provided in Paragraph (a) or (b) or Section 8.1, will cooperate in all reasonable respects with the indemnifying party in the defense of any action or claim as to which indemnification is sought. No indemnifying party will be liable for any settlement of any action effected without its prior written consent. No indemnifying party will, without the prior written consent of the indemnified party, effect any settlement of a pending or threatened action with respect to which an indemnified party is, or is informed that it may be, made a party and for which it would be entitled to indemnification, unless the settlement includes an unconditional release of the indemnified party from all liability and claims which are the subject matter of the pending or threatened action. If for any reason the indemnification obligation provided for in this Agreement is not available to, or is not sufficient to hold harmless, an indemnified party in respect of any loss or liability referred to in paragraph (a) or (b) above. The of Section 8.1, each indemnifying party shall be entitled to appoint counsel will, in lieu of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case party, contribute to the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained amount paid or payable by the indemnified party as a result of the loss or parties except as set forth below); providedliability, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) in the use of counsel chosen proportion which is appropriate to reflect the relative benefits received by the indemnifying party to represent on the one hand and by the indemnified party would present such counsel with a conflict on the other from the sale of intereststock which is the subject of the claim, action, suit or proceeding which resulted in the loss or liability or (ii) if that allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not only the actual or potential defendants inrelative benefits of the sale of stock, or targets of, any such action include both but also the indemnified party and relative fault of the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending the statements or threatened omissions which are the subject of the claim, action, suit or proceeding that resulted in respect of which indemnification the loss or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlementliability, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceedingas well as any other relevant equitable considerations.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ one separate counsel (including plus local counsel), and the indemnifying party shall bear the documented and reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding.

Indemnification Procedures. Promptly after receipt by an indemnified party Any Person entitled to indemnification under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, Agreement shall promptly notify the indemnifying party in writing of the commencement thereof; of any action or proceeding of which such Person has actual knowledge and with respect to which a claim for indemnification may be made hereunder, but the failure so of any indemnified party to notify the indemnifying party (i) will provide such notice shall not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights its obligations hereunder, except and defenses only to the extent the indemnifying party is materially prejudiced thereby and (ii) will not, in any event, shall not relieve the indemnifying party from any obligations liability which it may have to any indemnified party other otherwise than hereunder. In case any action or proceeding is brought against an indemnified party and it shall notify the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint participate therein and, unless in the reasonable opinion of outside counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof (alone or jointly with any action for which indemnification is sought other indemnifying party similarly notified), to the extent that it chooses, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party that it so chooses (provided that in which case connection with such assumption the indemnifying parties provide the indemnified parties a full release of any costs or other expenses in connection therewith), the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the liable to such indemnified party for any legal or parties except as set forth below)other expenses subsequently incurred by such indemnified party in connection with the defense thereof; provided, however, that (a) if the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within 15 Business Days after receiving notice from such counsel shall be reasonably satisfactory to indemnified party that the indemnified party. Notwithstanding party believes it has failed to do so; or (b) if such indemnified party who is a defendant in any action or proceeding which is also brought against the indemnifying party shall have reasonably concluded, based on the advice of counsel, that there may be one or more legal defenses available to such indemnified party which are not available to the indemnifying party’s election to appoint ; or (c) if representation of both parties by the same counsel to represent the indemnified party is otherwise inappropriate under applicable standards of professional conduct, then, in an actionany such case, the indemnified party shall have the right to employ separate assume or continue its own defense as set forth above (but with no more than one firm of counsel (including local counsel), for all indemnified parties in each jurisdiction) and the indemnifying party shall bear the reasonable feesbe liable for any expenses therefor, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties in which are different from or additional to those available to the indemnifying party, (iii) case the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of pay or reimburse such action legal or (iv) the other expenses as they are incurred. No indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will notshall, without the prior written consent of the indemnified partiesparty (which shall not be unreasonably withheld), settle effect the settlement or compromise of, or consent to the entry of any judgment with respect to to, any pending action or threatened claim, action, suit or proceeding claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are party is an actual or potential parties party to such claim action or actionclaim) unless such settlement, compromise or consent judgment (i) includes an unconditional release of each the indemnified party from all liability arising out of such action or claim, action(ii) does not include a statement as to or an admission of fault, suit culpability or proceedinga failure to act, by or on behalf of any indemnified party and (iii) does not and is not likely to materially adversely affect the indemnified party.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof; thereof but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 of a person receives notice of a claim or the commencement of any actionan action for which the person intends to seek indemnification under Section 8.1, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, person will notify the indemnifying party in writing of the claim or commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party action, suit or parties except as set forth below)proceeding; provided, however, that such failure to notify the indemnifying party will not relieve the indemnifying party from liability under Section 8.1, except to the extent it has been materially prejudiced by the failure to give notice. The indemnifying party will be entitled to participate in the defense of any claim, action, suit or proceeding as to which indemnification is being sought, and if the indemnifying party acknowledges in writing the obligation to indemnify the party against whom the claim or action is brought, the indemnifying party may (but will not be required to) assume the defense against the claim, action, suit or proceeding with counsel shall be reasonably satisfactory to the it. After an indemnifying party notifies an indemnified party. Notwithstanding party that the indemnifying party’s election party wishes to appoint counsel to represent assume the defense of a claim, action, suit or proceeding, the indemnifying party will not be liable for any legal or other expenses incurred by the indemnified party in an connection with the defense against the claim, action, suit or proceeding except that if, in the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use opinion of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, one or more of the indemnified parties should be separately represented in connection with a claim, action, suit or proceeding, the indemnifying party will pay the reasonable fees and expenses of one separate counsel for the indemnified parties. Each indemnified party, as a condition to receiving indemnification as provided in Section 8.1, will cooperate in all reasonable respects with the indemnifying party in the defense of any action or claim as to which indemnification is sought. No indemnifying party will be liable for any settlement of any action effected without its prior written consent. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested (by written notice provided in accordance with Section 9.4) an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated hereby effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received written notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) the such indemnifying party shall not have employed counsel reasonably satisfactory reimbursed such indemnified party in accordance with such request prior to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution date of such action or (iv) the settlement. No indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will notwill, without the prior written consent of the indemnified partiesparty, settle effect any settlement of a pending or compromise or consent to the entry of any judgment threatened action with respect to any which an indemnified party is, or is informed that it may be, made a party and for which it would be entitled to indemnification, unless the settlement includes an unconditional release of the indemnified party from all liability and claims which are the subject matter of the pending or threatened action. If for any reason the indemnification provided for in this Agreement is not available to, or is not sufficient to hold harmless, an indemnified party in respect of any loss or liability referred to in Section 8.1 as to which such indemnified party is entitled to indemnification thereunder, each indemnifying party shall, in lieu of indemnifying the indemnified party, contribute to the amount paid or payable by the indemnified party as a result of such loss or liability, (i) in the proportion which is appropriate to reflect the relative benefits received by the indemnifying party, on the one hand, and by the indemnified party, on the other hand, from the sale of Shares which is the subject of the claim, action, suit or proceeding which resulted in respect the loss or liability or (ii) if the allocation provided by clause (i) 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 which indemnification or contribution may be sought hereunder (whether or not the indemnifying party, on the one hand, and the indemnified parties party, on the other hand, with respect to the statements or omissions which are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release the subject of each indemnified party from all liability arising out of such the claim, action, suit or proceedingproceeding that resulted in the loss or liability, as well as any other relevant equitable considerations. The remedies provided for in Section 8.1 and this Section 8.2 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified person at law or in equity.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 of a Person receives notice of a claim or the commencement of any actionan action for which the Person intends to seek indemnification under Section 8.1, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, Person will notify the indemnifying party in writing of the claim or commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party action, suit or parties except as set forth below)proceeding; provided, however, that such failure to notify the indemnifying party will not relieve the indemnifying party from liability under Section 8.1, except to the extent it has been materially prejudiced by the failure to give notice. The indemnifying party will be entitled to participate in the defense of any claim, action, suit or proceeding as to which indemnification is being sought, and if the indemnifying party acknowledges in writing the obligation to indemnify the party against whom the claim or action is brought, the indemnifying party may (but will not be required to) assume the defense against the claim, action, suit or proceeding with counsel shall be reasonably satisfactory to the it. After an indemnifying party notifies an indemnified party. Notwithstanding party that the indemnifying party’s election party wishes to appoint counsel to represent assume the defense of a claim, action, suit or proceeding, the indemnifying party will not be liable for any legal or other expenses incurred by the indemnified party in an connection with the defense against the claim, action, suit or proceeding except that if, in the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use opinion of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, one or more of the indemnified parties should be separately represented in connection with a claim, action, suit or proceeding, the indemnifying party will pay the reasonable fees and expenses of one separate counsel for the indemnified parties. Each indemnified party, as a condition to receiving indemnification as provided in Section 8.1, will cooperate in all reasonable respects with the indemnifying party in the defense of any action or claim as to which indemnification is sought. No indemnifying party will be liable for any settlement of any action effected without its prior written consent. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested (by written notice provided in accordance with Section 9.4) an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated hereby effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received written notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) the such indemnifying party shall not have employed counsel reasonably satisfactory reimbursed such indemnified party in accordance with such request prior to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution date of such action or (iv) the settlement. No indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will notwill, without the prior written consent of the indemnified partiesparty, settle effect any settlement of a pending or compromise or consent to the entry of any judgment threatened action with respect to any which an indemnified party is, or is informed that it may be, made a party and for which it would be entitled to indemnification, unless the settlement includes an unconditional release of the indemnified party from all liability and claims which are the subject matter of the pending or threatened action. If for any reason the indemnification provided for in this Agreement is not available to, or is not sufficient to hold harmless, an indemnified party in respect of any loss or liability referred to in Section 8.1 as to which such indemnified party is entitled to indemnification thereunder, each indemnifying party shall, in lieu of indemnifying the indemnified party, contribute to the amount paid or payable by the indemnified party as a result of such loss or liability, (i) in the proportion which is appropriate to reflect the relative benefits received by the indemnifying party, on the one hand, and by the indemnified party, on the other hand, from the sale of Securities which is the subject of the claim, action, suit or proceeding which resulted in respect the loss or liability or (ii) if the allocation provided by clause (i) 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 which indemnification or contribution may be sought hereunder (whether or not the indemnifying party, on the one hand, and the indemnified parties party, on the other hand, with respect to the statements or omissions which are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release the subject of each indemnified party from all liability arising out of such the claim, action, suit or proceedingproceeding that resulted in the loss or liability, as well as any other relevant equitable considerations. The remedies provided for in Section 8.1 and this Section 8.2 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified Person at law or in equity.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the documented and reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 78, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s 's choice at the indemnifying party’s 's expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s 's election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding.

Indemnification Procedures. Promptly after receipt by an indemnified party Any Indemnified Party seeking indemnification under this Section 7 of Agreement for any Liabilities shall give the Indemnifying Party notice of such Liabilities promptly but in any event on or before thirty (30) days after the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing Indemnified Party’s actual knowledge of the commencement thereof; but claim or action giving rise to the Liabilities. Such notice shall describe the Liability in reasonable detail, and shall indicate the amount (estimated if necessary) of the Liability that has been, or may be sustained by, the Indemnified Party. To the extent that the Indemnifying Party will have been actually and materially prejudiced as a result of the failure so to notify provide such notice within such thirty (30) day period, the indemnifying party (i) will not relieve it from liability under paragraph (a) Indemnified Party shall bear all responsibility for any additional costs or (b) above unless and expenses incurred by the Indemnifying Party as a result of such failure to provide timely notice. The Indemnifying Party shall assume the defense of the claim or action giving rise to the extent it did not otherwise learn of such action and such failure results in the forfeiture Liabilities with counsel designated by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below)Indemnifying Party; provided, however, that such counsel shall be reasonably satisfactory to if the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party defendants in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party Indemnified Party and the indemnifying party Indemnifying Party and the indemnified party shall have Indemnified Party reasonably concluded concludes that there may be legal defenses available to it and/or other indemnified parties which that are different from or additional to to, or inconsistent with, those available to the indemnifying partyIndemnifying Party, (iii) the indemnifying party Indemnified Party shall not have employed counsel reasonably satisfactory the right to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ select and be represented by separate counsel counsel, at the expense of the indemnifying partyIndemnifying Party. An indemnifying party will notNotwithstanding anything to the contrary contained herein, without an Indemnified Party shall in all cases be entitled to control its own defense, at the prior written consent expense of the indemnified partiesIndemnifying Party, settle in any claim or compromise action if it: (a) may result in injunctions or consent to the entry of any judgment other equitable remedies with respect to any pending the Indemnified Party; (b) may result in material liabilities which may not be fully indemnified hereunder; or threatened claim(c) may have a material and adverse effect on the Indemnified Party (including a material and adverse effect on the tax liabilities, earnings, ongoing business relationships or regulation of the Indemnified Party) even if the Indemnifying Party pays all indemnification amounts in full. If the Indemnifying Party fails to assume the defense of a claim or action, suit or proceeding in respect the indemnification of which indemnification is required under this Agreement, the Indemnified Party may, at the expense of the Indemnifying Party, contest, settle, or contribution may be sought hereunder (whether pay such claim; provided, however, that settlement or not the indemnified parties are actual or potential parties to full payment of any such claim or action) unless action may be made only with the Indemnifying Party’s consent, which consent will not be unreasonably withheld, conditioned or delayed, or, absent such consent, written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 of a person receives notice of a claim or the commencement of any actionan action for which the person intends to seek indemnification under paragraph (a) or (b) of Section 1, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, person will notify the indemnifying party in writing of the claim or commencement thereof; of the action, suit or proceeding, but the failure so to notify the indemnifying party (i) will not relieve it the indemnifying party from liability under paragraph (a) or (b) above unless and of Section 1, except to the extent it did not otherwise learn of such action and such indemnifying party has been materially prejudiced by the failure results to give notice. The indemnifying party will be entitled to participate in the forfeiture by defense of any claim, action, suit or proceeding as to which indemnification is being sought, and if the indemnifying party of substantial rights and defenses and (ii) will notacknowledges in writing the obligation to indemnify the party against whom the claim or action is brought, in any event, relieve the indemnifying party from any obligations may (but will not be required to) assume the defense against the claim, action, suit or proceeding with counsel satisfactory to any it. After an indemnifying party notifies an indemnified party that the indemnifying party wishes to assume the defense of a claim, action, suit or proceeding the indemnifying party will not be liable for any legal or other than expenses incurred by the indemnified party in connection with the defense against the claim, action, suit or proceeding except that if, in the opinion of counsel to the indemnifying party, one or more of the indemnified parties should be separately represented in connection with a claim, action, suit or proceeding the indemnifying party will pay the reasonable fees and expenses of one separate counsel for the indemnified parties. Each indemnified party, as a condition to receiving indemnification obligation as provided in paragraph (a) or (b) above. The of Section 1, will cooperate in all reasonable respects with the indemnifying party shall be entitled to appoint counsel in the defense of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for or claim as to which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified partysought. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An No indemnifying party will notbe liable for any settlement of any action effected without its prior written consent. No indemnifying party will, without the prior written consent of the indemnified partiesparty, settle effect any settlement of a pending or compromise or consent to the entry of any judgment threatened action with respect to any which an indemnified party is, or is informed that it may be, made a party and for which it would be entitled to indemnification, unless the settlement includes an unconditional release of the indemnified party from all liability and claims which are the subject matter of the pending or threatened action. If for any reason the indemnification provided for in this agreement is not available to, or is not sufficient to hold harmless, an indemnified party in respect of any loss or liability referred to in paragraph (a) or (b) of Section 1, each indemnifying party will, in lieu of indemnifying the indemnified party, contribute to the amount paid or payable by the indemnified party as a result of the loss or liability, (i) in the proportion which is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and by the indemnified party on the other from the sale of stock which is the subject of the claim, action, suit or proceeding which resulted in respect the loss or liability or (ii) if that allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits of which indemnification or contribution may be sought hereunder (whether or not the sale of stock, but also the relative fault of the indemnifying party and the indemnified parties party with respect to the statements or omissions which are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release the subject of each indemnified party from all liability arising out of such the claim, action, suit or proceedingproceeding that resulted in the loss or liability, as well as any other relevant equitable considerations.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 hereunder of notice of the commencement of any action, such indemnified party willshall, if a claim in respect thereof is to be made against the indemnifying party under this Section 7hereunder, notify the indemnifying party in writing of the commencement thereof; , but the failure omission so to promptly notify the indemnifying party (i) will shall not relieve it from any liability under paragraph (a) or (b) above unless and to the extent which it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations may have to any indemnified party other than under this Section 3. In case any such action shall be brought against any indemnified party and it shall promptly notify the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel of reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party’s choice at the indemnifying party’s expense party to represent the such indemnified party in any action for which indemnification is sought (in which case of its election so to assume and undertake the defense thereof, the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the liable to such indemnified party or parties except as set forth below)under this Section 3 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected; provided, however, that such counsel shall be reasonably satisfactory to if the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party defendants in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and and, based on the opinion of counsel, the indemnified party shall have reasonably concluded that there may be legal reasonable defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) or if, based on the opinion of counsel, the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified party shall have the right to select a separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party shall not have employed counsel reasonably satisfactory to as incurred. Notwithstanding the foregoing, any indemnified party shall have the right to represent retain its own counsel in any such action, but the indemnified party within a reasonable time after notice of the institution fees and disbursements of such action or (iv) counsel shall be at the indemnifying party expense of such indemnified party; provided that such fees and expenses shall authorize the indemnified party to employ separate counsel be at the expense of the indemnifying party if (i) the indemnifying party shall have failed to retain counsel for the indemnified person as aforesaid or (ii) the indemnifying party and such indemnified party shall have mutually agreed to the retention of such counsel and the payment thereof by the indemnifying party. An It is understood that the indemnifying party will shall not, without in connection with any action or related actions in the prior written same jurisdiction, be liable for the fees and disbursements of more than one separate firm qualified in such jurisdiction to act as counsel for all indemnified parties. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of the such indemnified partiesparty, settle or compromise or which consent shall not be unreasonably withheld, consent to the entry of any judgment with respect to or enter into any settlement of any pending or threatened claim, action, suit or proceeding action in respect of which indemnification any indemnified party is or contribution may be could have been a party and indemnity was sought hereunder (whether by such indemnified party unless such judgment or not settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified parties are actual or potential parties party of a release from all liability in respect to such claim or action) unless litigation. The indemnification of underwriters provided for in this Section 3 shall be on such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of other terms and conditions as are at the time customary and reasonably required by such claim, action, suit or proceedingunderwriters as provided in Section 2(g).

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of In case any action, such indemnified party will, if a claim proceeding (including any -------------------------- governmental investigation) shall be instituted involving any Person in respect thereof is of which indemnity may be sought pursuant to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in either paragraph (a) or (b) above. The indemnifying party , such Person (the "indemnified party") shall promptly notify the Person against whom such indemnity may be entitled to appoint counsel of sought (the "indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party ") in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees writing and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) upon request of the indemnifying party indemnified party, shall not have employed retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of and any others the institution indemnifying party may designate in such proceedings and shall pay the fees and disbursements of such action counsel relating to such proceeding. The failure of an indemnified party to notify the indemnifying party with respect to a particular proceeding shall not relieve the indemnifying party from any obligation or liability (i) which it may have pursuant to this Agreement if the indemnifying party is not substantially prejudiced by such failure to so notify it or (ivii) which it may have otherwise than pursuant to this Agreement. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party shall authorize and the indemnified party shall have mutually agreed to the retention of such counsel, or (ii) the indemnifying party fails promptly to assume the defense of such proceeding or fails to employ counsel reasonably satisfactory to such indemnified party, or (iii) (A) the named parties to any such proceeding (including any impleaded parties) include both such indemnified party or an Affiliate of such indemnified party and any indemnifying party or an Affiliate of such indemnifying party, (B) there may be one or more defenses available to such indemnified party or such Affiliate of such indemnified party that are different from or additional to those available to any indemnifying party or such Affiliate of any indemnifying party and (C) such indemnified party shall have been advised by such counsel that there may exist a conflict of interest between or among such indemnified party or such Affiliate of such indemnified party and any indemnifying party or such Affiliate of any indemnifying party, in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel of its choice at the expense of the indemnifying party. An , the indemnifying party will shall not have the right to assume the defense thereof and such counsel shall be at the expense of the indemnifying party, it being understood, however, that unless there exists a conflict among indemnified parties, the indemnifying parties shall not, in connection with any one such proceeding or separate but substantially similar or related proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for such indemnified parties. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent (which consent shall not be unreasonably withheld) but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify each indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the any indemnified partiesparty (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry effect any settlement of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be such indemnified party is a party and indemnity could have been sought hereunder (whether or not the by such indemnified parties are actual or potential parties to such claim or action) party, unless such settlement, compromise or consent settlement includes an unconditional release of each such indemnified party from all liability arising out on all claims that are the subject matter of such claim, action, suit or proceedingproceeding with no payment by such indemnified party of consideration.

Indemnification Procedures. Promptly after receipt by an indemnified Each party entitled to indemnification under this Section 7 of 5.9 shall give notice of to the commencement of any action, party required to provide indemnification promptly after such indemnified party will, if has actual knowledge that a claim in respect thereof is to be made against the indemnifying indemnified party under this Section 7as to which indemnity may be sought, notify and shall permit the indemnifying party to assume the defense of such claim or litigation resulting therefrom and any related settlement and settlement negotiations, subject to the limitations on settlement set forth below; provided, that counsel for the indemnifying party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the indemnified party (whose approval shall not unreasonably be withheld), and the indemnified party may participate in writing of the commencement thereofsuch defense at such party’s expense; but and provided, further, that the failure so of any indemnified party to notify the indemnifying party (i) will give notice as provided herein shall not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will notits obligations under this Section 5.9, in any event, relieve except to the extent the indemnifying party from any obligations is actually prejudiced by such failure to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified partygive notice. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in foregoing, an action, the indemnified party shall have the right to employ retain separate counsel (including local counsel), and the indemnifying party shall bear with the reasonable fees, costs fees and expenses of such separate counsel being paid by the indemnifying party, if (i) representation of such indemnified party by the use of counsel chosen retained by the indemnifying party would be inappropriate due to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any differing interests between such action include both the indemnified party and any other party represented by such counsel or if the indemnifying party and has failed to assume the defense of such action. No indemnified party shall have reasonably concluded that there enter into any settlement of any litigation commenced or threatened with respect to which indemnification is or may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, sought without the prior written consent of the indemnifying party (such consent not to be unreasonably withheld). No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified partiesparty, settle or compromise or consent to the entry of any judgment with respect or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to any pending or threatened claimsuch indemnified party of a release, actionreasonably satisfactory to the indemnified party, suit or proceeding from all liability in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each litigation. Each indemnified party from all liability arising out shall furnish such information regarding itself or the claim in question as an indemnifying party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim, action, suit or proceedingclaim and litigation resulting therefrom.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. An indemnified party will not consent to settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder without the consent of the indemnifying party, which consent shall not be unreasonably withheld, delayed or conditioned.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 of a person receives notice of a claim or the commencement of any actionan action for which the person intends to seek indemnification under Section 6, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, person will notify the indemnifying party in writing of the claim or commencement thereof; of the action, suit or proceeding, but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations liability under Section 6, except to any indemnified the extent such indemnifying party other than has been materially prejudiced by the indemnification obligation provided in paragraph (a) or (b) abovefailure to give notice. The indemnifying party shall will be entitled to appoint counsel participate in the defense of any claim, action, suit or proceeding as to which indemnification is being sought, and if the indemnifying party’s choice at party acknowledges in writing the obligation to indemnify the party against whom the claim or action is brought, the indemnifying party’s expense party may (but will not be required to) assume the defense against the claim, action, suit or proceeding with counsel satisfactory to represent it. After an indemnifying party notifies an indemnified party that the indemnifying party wishes to assume the defense of a claim, action, suit or proceeding the indemnifying party will not be liable for any legal or other expenses incurred by the indemnified party in any action for which indemnification is sought (in which case connection with the indemnifying party shall not thereafter be responsible for defense against the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); providedclaim, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, suit or proceeding except that if, in the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use opinion of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) one or more of the indemnified parties should be separately represented in connection with a claim, action, suit or proceeding the indemnifying party shall not have employed will pay the reasonable fees and expenses of one separate counsel reasonably satisfactory to for the indemnified party parties. Each indemnified party, as a condition to represent the indemnified party within a receiving indemnification as provided in Section 6, will cooperate in all reasonable time after notice of the institution of such action or (iv) respects with the indemnifying party shall authorize in the indemnified party defense of any action or claim as to employ separate counsel at the expense of the indemnifying partywhich indemnification is sought. An No indemnifying party will notbe liable for any settlement of any action effected without its prior written consent. No indemnifying party will, without the prior written consent of the indemnified partiesparty, settle effect any settlement of a pending or compromise or consent to the entry of any judgment threatened action with respect to any which an indemnified party is, or is informed that it may be, made a party and for which it would be entitled to indemnification, unless the settlement includes an unconditional release of the indemnified party from all liability and claims which are the subject matter of the pending or threatened action. If for any reason the indemnification provided for in this agreement is not available to, or is not sufficient to hold harmless, an indemnified party in respect of any loss or liability referred to in Section 6, each indemnifying party will, in lieu of indemnifying the indemnified party, contribute to the amount paid or payable by the indemnified party as a result of the loss or liability, (i) in the proportion which is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and by the indemnified party on the other from the sale of stock which is the subject of the claim, action, suit or proceeding which resulted in respect the loss or liability or (ii) if that allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits of which indemnification or contribution may be sought hereunder (whether or not the sale of stock, but also the relative fault of the indemnifying party and the indemnified parties party with respect to the statements or omissions which are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release the subject of each indemnified party from all liability arising out of such the claim, action, suit or proceedingproceeding that resulted in the loss or liability, as well as any other relevant equitable considerations.

Indemnification Procedures. Promptly The indemnified Party will give the indemnifying Party prompt notice of any such claim or lawsuit. Such notice shall include a reasonable identification of the alleged facts giving rise to such claim for indemnification. The failure to deliver written notice to the indemnifying Party within a reasonable time after the commencement of any action with respect to a claim shall only relieve the indemnifying Party of its indemnification obligations if and to the extent the indemnifying Party is actually and materially prejudiced thereby. The indemnifying Party shall notify the indemnified Party of its intentions as to the defense of the claim in writing within [*****] after the indemnifying Party’s receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such claim from the indemnified party will, if a claim in respect thereof is to be made against Party. If the indemnifying party under this Section 7Party assumes defense of the claim, notify the indemnified Party may participate in, but not control, the defense of such claim using attorneys of its choice and at its sole cost and expense (i.e., with such cost and expense not being covered by the indemnifying party Party). The indemnified Party shall reasonably cooperate with the indemnifying Party in writing its defense of the commencement thereof; but the failure so to notify claim at the indemnifying party Party’s reasonable, pre-approved expense. The indemnifying Party will have the right to compromise, settle or defend any such claim or lawsuit; provided that (i) will not relieve it from liability under paragraph (a) no offer of settlement, settlement or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture compromise by the indemnifying party Party shall be binding on the indemnified Party without its prior written consent, not to be unreasonably withheld, conditioned or delayed, unless such settlement fully releases the indemnified Party without any liability, loss, cost or obligation incurred by the indemnified Party and in no event shall any settlement or compromise admit or concede that any aspect of substantial rights and defenses any Patent Right owned or Controlled by the indemnified Party is invalid or unenforceable or adversely affect the scope of any Patent Right owned or Controlled by the indemnified Party; and (ii) will notthe indemnifying Party shall not have authority to admit any wrongdoing or misconduct on the part of the indemnified Party except with the indemnified Party’s prior written consent. If the indemnifying Party does not agree to assume the defense of the claim asserted against the indemnified Party (or does not give notice that it is assuming such defense), or if the indemnifying Party assumes the defense of the claim in accordance with this Section 13.3, but yet fails to defend or take other reasonable, timely action, in any event, relieve the indemnifying party from any obligations response to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent such claim asserted against the indemnified party Party, the indemnified Party shall have the right to defend or take other reasonable action to defend its interests in any action for which indemnification is sought (in which case such proceedings, and shall have the indemnifying party shall not thereafter be responsible for the fees and expenses right to litigate, settle or otherwise dispose of any separate counsel retained by the indemnified party or parties except as set forth below)such claim; provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party no Party shall have the right to employ separate counsel (including local counsel), and settle a claim in a manner that would adversely affect the indemnifying party shall bear rights granted to the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants inother Party hereunder, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will notwould materially conflict with this Agreement, without the prior written consent of the indemnified parties, settle or compromise or consent Party entitled to control the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out defense of such claim, actionwhich consent shall not be unreasonably withheld, suit delayed or proceedingconditioned.

Indemnification Procedures. Promptly after receipt by an Any indemnified party seeking indemnification under this Section 7 of Agreement for any Liabilities shall give the Indemnifying Party notice of such Liabilities promptly but in any event on or before thirty (30) days after the commencement Indemnified Party’s actual knowledge of any actionthe claim or action giving rise to the Liabilities. Such notice shall describe the Liability in reasonable detail and shall indicate the amount (estimated if necessary) of the Liability that has been, such indemnified party willor may be sustained by, if a claim in respect thereof is to be made against the Indemnified Party. To the extent that the indemnifying party under this Section 7, notify the indemnifying party in writing will have been actually and materially prejudiced as a result of the commencement thereof; but failure to provide such notice within such thirty (30) day period, the failure so to notify the indemnifying indemnified party (i) will not relieve it from liability under paragraph (a) shall bear all responsibility for any additional costs or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture expenses incurred by the indemnifying party as a result of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations such failure to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) aboveprovide timely notice. The indemnifying party shall be entitled assume the defense of the claim or action giving rise to appoint the Liabilities with counsel of designated by the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to if the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party defendants in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded concludes that there may be legal defenses available to it and/or other indemnified parties which that are different from or additional to to, or inconsistent with, those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party shall have the right to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ select and be represented by separate counsel counsel, at the expense of the indemnifying party. An Notwithstanding anything to the contrary contained herein, an indemnified party shall in all cases be entitled to control its own defense, at the expense of the indemnifying party, in any claim or action if it: (a) may result in injunctions or other equitable remedies with respect to the indemnified party; (b) may result in material liabilities which may not be fully indemnified hereunder; or (c) may have a material and adverse effect on the indemnified party will not(including a material and adverse effect on the tax liabilities, without the prior written consent earnings, ongoing business relationships or regulation of the indemnified partiesparty) even if the indemnifying party pays all indemnification amounts in full. If the indemnifying party fails to assume the defense of a claim or action, settle the indemnification of which is required under this Agreement, the indemnified party may, at the expense of the indemnifying party, contest, settle, or compromise pay such claim; provided, however, that settlement or consent to the entry full payment of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless action may be made only with the indemnifying party’s consent, which consent will not be unreasonably withheld, conditioned or delayed, or, absent such consent, written opinion of the indemnified party’s counsel that such claim is meritorious or warrants settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding.

Indemnification Procedures. Promptly after After receipt by an a party entitled to indemnification (“indemnified party party”) under this Section 7 Article IX of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made by the indemnified party against the indemnifying party any person obligated to provide indemnification under this Section 7Article IX (“indemnifying party”), such indemnified party will notify the indemnifying party in writing of the commencement thereof; but thereof as soon as practicable thereafter, provided that the failure omission to so to notify the indemnifying party (i) will not relieve it from any liability under paragraph (a) or (b) above unless and this Article IX, except to the extent it did not otherwise learn of such action and such failure that the omission results in the forfeiture by a failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of substantial rights and defenses and (ii) the failure to give such notice. In any action against an Indemnified Party, the Indemnifying Party will notbe entitled to participate, at its own expense, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) abovedefense thereof. The indemnifying party Indemnifying Party also shall be entitled to appoint assume the defense thereof, with counsel reasonably satisfactory to the party named in the action and any others the Indemnifying Party may designate is such proceeding. After notice from the Indemnifying Party to the Indemnified Party of the indemnifying party’s choice at election to assume the indemnifying party’s expense to represent defense, the indemnified party in any action for which indemnification is sought (in which case the indemnifying party Indemnified Party shall not thereafter be responsible for bear the fees and expenses of any separate additional counsel retained by it, and the indemnified party Indemnifying Party will not be liable to the Indemnified Party under this Agreement for any legal or parties except as set forth below)other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof; provided, provided however, that such counsel shall be if the Indemnified Party receives an opinion of counsel, reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an actionIndemnifying Party, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses stating that representation of such separate counsel if (i) the use of counsel chosen both parties by the indemnifying party same counsel would be inappropriate due to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants indiffering interests between them, or targets ofthen the Indemnified Party may retain separate counsel, any such action include both the indemnified party and cost of which will be paid by the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the Indemnifying Party. The indemnifying party shall not have employed counsel reasonably satisfactory 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 the indemnified party to represent the indemnified party within a reasonable time after notice from and against any loss or liability by reason of such settlement or judgment. A successor by law of the institution of such action or (iv) parties to this Agreement shall be entitled to the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense benefits of the indemnifying partyindemnification contained in this Article IX. An indemnifying party will not, without the prior written consent The indemnification provisions contained in this Article IX shall survive any termination of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceedingthis Agreement.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 78, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding.. 39

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 of a person receives notice of a claim or the commencement of any actionan action for which the person intends to seek indemnification under paragraph (a) or (b) of Section 8.1, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, person will notify the indemnifying party in writing of the claim or commencement thereof; of the action, suit or proceeding, but the failure so to notify the indemnifying party (i) will not relieve it the indemnifying party from liability under paragraph (a) or (b) above unless and of Section 8.1, except to the extent it did not otherwise learn of such action and such has been materially prejudiced by the failure results to give notice. The indemnifying party will be entitled to participate in the forfeiture by defense of any claim, action, suit or proceeding as to which indemnification is being sought, and if the indemnifying party of substantial rights and defenses and (ii) will notacknowledges in writing the obligation to indemnify the party against whom the claim or action is brought, in any event, relieve the indemnifying party from any obligations may (but will not be required to) assume the defense against the claim, action, suit or proceeding with counsel satisfactory to any it. After an indemnifying party notifies an indemnified party that the indemnifying party wishes to assume the defense of a claim, action, suit or proceeding the indemnifying party will not be liable for any legal or other than expenses incurred by the indemnified party in connection with the defense against the claim, action, suit or proceeding except that if, in the opinion of counsel to the indemnifying party, one or more of the indemnified parties should be separately represented in connection with a claim, action, suit or proceeding the indemnifying party will pay the reasonable fees and expenses of one separate counsel for the indemnified parties. Each indemnified party, as a condition to receiving indemnification as provided in Paragraph (a) or (b) or Section 8.1, will cooperate in all reasonable respects with the indemnifying party in the defense of any action or claim as to which indemnification is sought. No indemnifying party will be liable for any settlement of any action effected without its prior written consent. No indemnifying party will, without the prior written consent of the indemnified party, effect any settlement of a pending or threatened action with respect which an indemnified party is, or is informed that it may be, made a party and for which it would be entitled to indemnification, unless the settlement includes an unconditional release of the indemnified party from all liability and claims which are the subject matter of the pending or threatened action. If for any reason the indemnification obligation provided for in this Agreement is not available to, or is not sufficient to hold harmless, an indemnified party in respect of any loss or liability referred to in paragraph (a) or (b) above. The of Section 8.1, each indemnifying party shall be entitled to appoint counsel will, in lieu of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case party, contribute to the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained amount paid or payable by the indemnified party as a result of the loss or parties except as set forth below); providedliability, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) in the use of counsel chosen proportion which is appropriate to reflect the relative benefits received by the indemnifying party to represent on the one hand and by the indemnified party would present such counsel with a conflict on the other from the sale of intereststock which is the subject of the claim, action, suit or proceeding which resulted in the loss or liability or (ii) if that allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not only the actual or potential defendants inrelative benefits of the sale of stock, or targets of, any such action include both but also the indemnified party and relative fault of the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending the statements or threatened omissions which are the subject of the claim, action, suit or proceeding that resulted in respect of which indemnification the loss or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlementliability, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceedingas well as any other relevant equitable considerations.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 hereunder of notice of the commencement of any action, such indemnified party willshall, if a claim in respect thereof is to be made against the indemnifying party under this Section 7hereunder, notify the indemnifying party in writing of the commencement thereof; , but the failure omission so to promptly notify the indemnifying party (i) will shall not relieve it from any liability under paragraph (a) or (b) above unless and to the extent which it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations may have to any indemnified party other than under this Section 3. In case any such action shall be brought against any indemnified party and it shall promptly notify the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel of reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party’s choice at the indemnifying party’s expense party to represent the such indemnified party in any action for which indemnification is sought (in which case of its election so to assume and undertake the defense thereof, the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the liable to such indemnified party or parties except as set forth below)under this Section 3 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected; provided, however, that such counsel shall be reasonably satisfactory to if the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party defendants in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal reasonable defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified party shall have the right to select a separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party shall not have employed counsel reasonably satisfactory to as incurred. Notwithstanding the foregoing, any indemnified party shall have the right to represent retain its own counsel in any such action, but the indemnified party within a reasonable time after notice of the institution fees and disbursements of such action or (iv) counsel shall be at the indemnifying party expense of such indemnified party; provided that such fees and expenses shall authorize the indemnified party to employ separate counsel be at the expense of the indemnifying party if (i) the indemnifying party shall have failed to retain counsel for the indemnified person as aforesaid or (ii) the indemnifying party and such indemnified party shall have mutually agreed to the retention of such counsel. It is understood that the indemnifying party shall not, in connection with any action or related actions in the same jurisdiction, be liable for the fees and disbursements of more than one separate firm qualified in such jurisdiction to act as counsel for the indemnified party. An No indemnifying party will notparty, without in the prior written defense of any such claim or litigation, shall, except with the consent of the such indemnified partiesparty, settle or compromise or which consent shall not be unreasonably withheld, consent to the entry of any judgment with respect to or enter into any settlement of any pending or threatened claim, action, suit or proceeding action in respect of which indemnification any indemnified party is or contribution may be could have been a party and indemnity was sought hereunder (whether by such indemnified party unless such judgment or not settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified parties are actual or potential parties party of a release from all liability in respect to such claim or action) unless litigation. The indemnification of underwriters provided for in this Section 3 shall be on such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of other terms and conditions as are at the time customary and reasonably required by such claim, action, suit or proceedingunderwriters as provided in Section 2(h).

Indemnification Procedures. Promptly after receipt by an indemnified Each party entitled to indemnification under this Section 7 of 8.9 shall give notice of to the commencement of any action, party required to provide indemnification promptly after such indemnified party will, if has actual knowledge that a claim in respect thereof is to be made against the indemnifying indemnified party under this Section 7as to which indemnity may be sought, notify and shall permit the indemnifying party to assume the defense of such claim or litigation resulting therefrom and any related settlement and settlement negotiations, subject to the limitations on settlement set forth below; provided, that counsel for the indemnifying party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the indemnified party (whose approval shall not unreasonably be withheld), and the indemnified party may participate in writing of the commencement thereofsuch defense at such party’s expense; but and provided, further, that the failure so of any indemnified party to notify the indemnifying party (i) will give notice as provided herein shall not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will notits obligations under this Section 8.9, in any event, relieve except to the extent the indemnifying party from any obligations is actually prejudiced by such failure to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified partygive notice. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in foregoing, an action, the indemnified party shall have the right to employ retain separate counsel (including local counsel), and the indemnifying party shall bear with the reasonable fees, costs fees and expenses of such separate counsel being paid by the indemnifying party, if (i) representation of such indemnified party by the use of counsel chosen retained by the indemnifying party would be inappropriate due to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any differing interests between such action include both the indemnified party and any other party represented by such counsel or if the indemnifying party and has failed to assume the defense of such action. No indemnified party shall have reasonably concluded that there enter into any settlement of any litigation commenced or threatened with respect to which indemnification is or may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, sought without the prior written consent of the indemnifying party (such consent not to be unreasonably withheld). No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified partiesparty, settle or compromise or consent to the entry of any judgment with respect or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to any pending or threatened claimsuch indemnified party of a release, actionreasonably satisfactory to the indemnified party, suit or proceeding from all liability in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each litigation. Each indemnified party from all liability arising out shall furnish such information regarding itself or the claim in question as an indemnifying party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim, action, suit or proceedingclaim and litigation resulting therefrom.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any actionaction involving a claim referred to in Section 4.5(a) and Section 4.5(b) hereof, such the indemnified party will, if a claim in respect thereof is to be made or may be made against the an indemnifying party, give written notice to such indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof; but of the action. The failure so of any indemnified party to notify the indemnifying party (i) will give notice shall not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will notits obligations in this Section 4.5, in any event, relieve except to the extent that the indemnifying party from is actually prejudiced by the failure to give notice. If any obligations to any such action is brought against an indemnified party other than party, the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall will be entitled to appoint counsel participate in and to assume the defense of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate with counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding , and after notice from the indemnifying party’s party to such indemnified party of its election to appoint assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. The indemnifying party shall, in connection with any one such action or separate but substantially similar or related actions arising out of the same general allegations or circumstances, pay for the reasonable fees and expenses of one (but not more than one) separate firm of attorneys for the indemnified party (in addition to all local counsel to represent which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in an action, the indemnified party shall have the right order to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to adequately represent the indemnified party would present such parties), in addition to counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and for the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from party. Whether or additional to those available to not a defense is assumed by the indemnifying party, (iii) the indemnifying party shall will not have employed counsel reasonably satisfactory be subject to the indemnified party any liability for any settlement made without its consent (not to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying partybe unreasonably withheld). An No indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect or enter into any settlement which (1) does not include as an unconditional term the giving by the claimant or plaintiff, to any pending or threatened claimthe indemnified party, action, suit or proceeding of a release from all liability in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or actionlitigation or (2) unless such settlement, compromise involves the imposition of equitable remedies or consent includes an unconditional release the imposition of each any non-financial obligations on the indemnified party from all liability arising out of such claim, action, suit or proceedingparty.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any actionaction involving a claim referred to in Section 6.7(a) or Section 6.7(b), such the indemnified party will, if a resulting claim in respect thereof is to be made or may be made against the an indemnifying party under this Section 7party, notify the indemnifying party in writing of the commencement thereof; but the failure so give written notice to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in the commencement of the action. The failure of any event, indemnified party to give notice shall not relieve the indemnifying party from any of its obligations to any indemnified party other than the indemnification obligation provided in paragraph (aSection 6.7(a) or (b) above. The Section 6.7(b), as applicable, except to the extent, if any, that the indemnifying party shall is actually prejudiced by the failure to give notice and then only to such extent. If any such action is brought against an indemnified party, the indemnifying party will be entitled to appoint counsel participate in and to assume the defense of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case action, and after notice from the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the to such indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s of its election to appoint counsel to represent assume defense of the indemnified party in an action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (including local counsel), i) the employment of such counsel has been specifically authorized in writing by the indemnifying party and the indemnifying party shall bear the reasonable fees, costs and expenses agrees as part of such separate counsel if (i) the use of counsel chosen by the indemnifying party authorization to represent the indemnified party would present pay such counsel with a conflict of interestfees and expenses, (ii) the actual indemnifying party shall have failed within a reasonable period of time to employ counsel reasonably satisfactory to the indemnified party and the indemnified party is or potential defendants inwould reasonably be expected to be materially prejudiced by such delay, or targets of, (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded been advised by such counsel that there may representation of both such indemnifying party and the indemnified party by the same counsel would be legal defenses available inappropriate because of an actual conflict of interest between the indemnifying party and the indemnified party, in each of which cases the indemnifying party shall be obligated to pay the reasonable fees and expenses of such additional counsel or counsels, it and/or other being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to one local counsel for each jurisdiction, if necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for all indemnified parties which with regard to all claims arising out of similar circumstances; and that all such fees and expenses shall be reimbursed as they are different from incurred upon written request and presentation of invoices. Whether or additional to those available to not a defense is assumed by the indemnifying party, (iii) the indemnifying party shall will not have employed counsel reasonably satisfactory be subject to any liability for any settlement made without its consent. No indemnifying party will consent to entry of any judgment or enter into any settlement which (A) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, of a release from all liability in respect of such claim or litigation, (B) includes an admission of fault, culpability or failure to act by or on behalf of the indemnified party, (C) commits the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such take, or refrain from taking, any action or (ivD) involves the indemnifying party shall authorize imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable and documented fees, costs and out-of-pocket expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 hereunder of notice of the commencement of any action, such indemnified party willshall, if a claim in respect thereof is to be made against the indemnifying party under this Section 7hereunder, notify the indemnifying party in writing of the commencement thereof; , but the failure omission so to notify the indemnifying party (i) will shall not relieve it from any liability under paragraph (a) or (b) above unless and to the extent which it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations may have to any indemnified party other than under this Section 3. In case any such action shall be brought against any indemnified party and it shall notify the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel of reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party’s choice at the indemnifying party’s expense party to represent the such indemnified party in any action for which indemnification is sought (in which case of its election so to assume and undertake the defense thereof, the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the liable to such indemnified party or parties except as set forth below)under this Section 3 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected; provided, however, that such counsel shall be reasonably satisfactory to if the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party defendants in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal reasonable defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified party (iiitogether with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to select a separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. 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 at the expense of such indemnified party unless (i) the indemnifying party shall not have employed failed to retain counsel reasonably satisfactory to for the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action person as aforesaid or (ivii) the indemnifying party and such indemnified party shall authorize have mutually agreed to the retention of such counsel. It is understood that the indemnifying party shall not, in connection with any action or related actions in the same jurisdiction, be liable for the fees and disbursements of more than one separate firm qualified in such jurisdiction to act as counsel for the indemnified party to employ separate counsel at the expense of the party. No indemnifying party. An indemnifying party will not, without in the prior written defense of any such claim or litigation, shall, except with the consent of the such indemnified partiesparty, settle or compromise or which consent shall not be unreasonably withheld, consent to the entry of any judgment with respect to or enter into any settlement of any pending or threatened claim, action, suit or proceeding action in respect of which indemnification any indemnified party is or contribution may be could have been a party and indemnity was sought hereunder (whether by such indemnified party unless such judgment or not settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified parties are actual or potential parties party of a release from all liability in respect to such claim or action) unless litigation. The indemnification of underwriters provided for in this Section 3 shall be on such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of other terms and conditions as are at the time customary and reasonably required by such claim, action, suit or proceedingunderwriters.

Indemnification Procedures. Promptly after receipt by an indemnified Each party entitled to indemnification under this Section 7 of 5.9 shall give notice of to the commencement of any action, party required to provide indemnification promptly after such indemnified party will, if has actual knowledge that a claim in respect thereof is to be made against the indemnifying indemnified party under this Section 7as to which indemnity may be sought, notify and shall permit the indemnifying party to assume the defense of such claim or litigation resulting therefrom and any related settlement and settlement negotiations, subject to the limitations on settlement set forth below; provided, that counsel for the indemnifying party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the indemnified party (whose approval shall not unreasonably be withheld), and the indemnified party may participate in writing of the commencement thereofsuch defense at such party’s expense; but and provided, further, that the failure so of any indemnified party to notify the indemnifying party (i) will give notice as provided herein shall not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will notits obligations under this Section 5.9, in any event, relieve except to the extent the indemnifying party from any obligations is actually prejudiced by such failure to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified partygive notice. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in foregoing, an action, the indemnified party shall have the right to employ retain separate counsel (including local counsel), and the indemnifying party shall bear with the reasonable fees, costs fees and expenses of such separate counsel being paid by the indemnifying party, if (i) representation of such indemnified party by the use of counsel chosen retained by the indemnifying party would be inappropriate due to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any differing interests between such action include both the indemnified party and any other party represented by such counsel or if the indemnifying party and has failed to assume the defense of such action. No indemnified party shall have reasonably concluded that there enter into any settlement of any litigation commenced or threatened with respect to which indemnification is or may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, sought without the prior written consent of the indemnifying party (such consent not to 34 be unreasonably withheld). No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified partiesparty, settle or compromise or consent to the entry of any judgment with respect or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to any pending or threatened claimsuch indemnified party of a release, actionreasonably satisfactory to the indemnified party, suit or proceeding from all liability in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each litigation. Each indemnified party from all liability arising out shall furnish such information regarding itself or the claim in question as an indemnifying party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim, action, suit or proceedingclaim and litigation resulting therefrom.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 Article V of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7Article V, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel counsel, retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, ; (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which that are different from or additional to those available to the indemnifying party, ; (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action action; or (iv) the indemnifying party shall authorize the indemnified party in writing to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding.

Indemnification Procedures. Promptly after receipt by an (a) If the indemnified party under parties shall seek indemnification pursuant to this Section 7 Article 6, the indemnified parties shall give prompt notice to the Company (as such, the "indemnifying party") of notice the assertion of any claim, or the commencement of any action, such indemnified party willsuit or proceeding, if a claim in respect thereof is to of which indemnity may be made against sought hereunder and will give the indemnifying party under this Section 7, notify such information with respect thereto as the indemnifying party in writing of the commencement thereof; may reasonably request, but the no failure so to notify the indemnifying party (i) will not give such notice shall relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will notany liability hereunder, in any event, relieve except to the indemnifying party from any obligations to any indemnified party other than the indemnification obligation extent of actual prejudice or damages suffered as a result thereof; provided in paragraph (a) or (b) above. The that no indemnifying party shall be entitled to appoint counsel indemnification with respect to any claim related to an alleged breach of a representation or warranty, notice of which is provided to the Company after the last date of the applicable survival period as set forth in Section 9.2 of this Agreement. The indemnifying party’s choice party may, at its expense, participate in or assume the indemnifying party’s expense defense of any such action, suit or proceeding involving a third party with counsel reasonably acceptable to represent the indemnified party. The indemnified party will have the right to employ its counsel in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for such action, but the fees and expenses of any separate such counsel retained will be at the expense of such indemnified party unless (i) the employment of counsel by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding has been authorized in writing by the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action named parties include both the indemnified party and the indemnifying party party, and such counsel has advised the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which that are different from or additional in addition to those available to the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party, ) or (iii) the indemnifying party shall has not have in fact employed counsel reasonably satisfactory to assume the indemnified party to represent the indemnified party defense of such action within a reasonable time after receiving notice of the institution commencement of such action or (iv) the indemnifying party shall authorize action, in each of which cases the indemnified party to employ separate reasonable fees and expenses of counsel will be at the expense of the indemnifying party. An , and the indemnifying party will not, without the prior written consent of the indemnified parties, settle shall reimburse or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether pay such fees and expenses as they are incurred. Whether or not the indemnified indemnifying party chooses to defend or prosecute any claim involving a third party, all the parties are actual hereto shall cooperate in the defense or potential parties to prosecution thereof and shall furnish such claim or action) unless records, information and testimony, and attend such settlementconferences, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claimdiscovery proceedings, actionhearings, suit or proceedingtrials and appeals, as may be reasonably requested in connection therewith.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and out-of-pocket expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. An indemnified party will not, without the prior written consent of the indemnifying party, which shall not be unreasonably withheld, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 of a person receives notice of a claim or the commencement of any actionan action for which the person intends to seek indemnification under paragraph (a) or (b) of Section 8.1, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, person will notify the indemnifying party in writing of the claim or commencement thereof; of the action, suit or proceeding, but the failure so to notify the indemnifying party (i) will not relieve it the indemnifying party from liability under paragraph (a) or (b) above unless and of Section 8.1, except to the extent it did not otherwise learn of such action and such indemnifying party has been materially prejudiced by the failure results to give notice. The indemnifying party will be entitled to participate in the forfeiture by defense of any claim, action, suit or proceeding as to which indemnification is being sought, and if the indemnifying party of substantial rights and defenses and (ii) will notacknowledges in writing the obligation to indemnify the party against whom the claim or action is brought, in any event, relieve the indemnifying party from any obligations may (but will not be required to) assume the defense against the claim, action, suit or proceeding with counsel satisfactory to any it. After an indemnifying party notifies an indemnified party that the indemnifying party wishes to assume the defense of a claim, action, suit or proceeding the indemnifying party will not be liable for any legal or other than expenses incurred by the indemnified party in connection with the defense against the claim, action, suit or proceeding except that if, in the opinion of counsel to the indemnifying party, one or more of the indemnified parties should be separately represented in connection with a claim, action, suit or proceeding the indemnifying party will pay the reasonable fees and expenses of one separate counsel for the indemnified parties. Each indemnified party, as a condition to receiving indemnification obligation as provided in paragraph (a) or (b) above. The of Section 8.1, will cooperate in all reasonable respects with the indemnifying party shall be entitled to appoint counsel in the defense of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for or claim as to which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified partysought. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An No indemnifying party will notbe liable for any settlement of any action effected without its prior written consent. No indemnifying party will, without the prior written consent of the indemnified partiesparty, settle effect any settlement of a pending or compromise or consent to the entry of any judgment threatened action with respect to any pending which an indemnified party is, or threatened claimis informed that it may be, actionmade a party and for which it would be entitled to indemnification, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not unless the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent settlement includes an unconditional release of each the indemnified party from all liability arising out and claims which are the subject matter of such claimthe pending or threatened action. If for any reason the indemnification provided for in this Agreement is not available to, actionor is not sufficient to hold harmless, suit an indemnified party in respect of any loss or proceeding.liability referred to in paragraph (a) or (b) of Section

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 hereunder of notice of the commencement of any action, such indemnified party willshall, if a claim in respect thereof is to be made against the indemnifying party under this Section 7hereunder, notify the indemnifying party in writing of the commencement thereof; , but the failure omission so to notify the indemnifying party (i) will shall not relieve it from any liability which it may have to such indemnified party other than under paragraph (athis Section 8(b) or (b) above unless and shall only relieve it from any liability which it may have to such indemnified party under this Section 8(b), except and only if and to the extent it did not otherwise learn of the indemnifying party is prejudiced by such omission. In case any such action shall be brought against any indemnified party and such failure results in the forfeiture by it shall notify the indemnifying party of substantial rights and defenses and (ii) will notthe commencement thereof, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel of satisfactory to such indemnified party, and, after notice from the indemnifying party’s choice at the indemnifying party’s expense party to represent the such indemnified party in any action for which indemnification is sought (in which case of its election so to assume and undertake the defense thereof, the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the liable to such indemnified party or parties except as set forth below); under this Section 8(b) for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that such counsel shall be reasonably satisfactory to that, if the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party defendants in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified indemnifying party shall have reasonably concluded that there may be legal reasonable defenses available to it and/or other indemnified parties party which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, (iii) the indemnifying party indemnified parties, as a group, shall not have employed counsel the right to select one separate counsel, reasonably satisfactory to the indemnified party and indemnifying party, and to represent assume such legal defenses and otherwise to participate in the indemnified party within a reasonable time after notice of the institution defense of such action or (iv) action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceedingas incurred.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 12 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 712, notify the indemnifying party in writing of the commencement thereof; but the failure omission so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations liability which it may have to any indemnified party other than party. In case any such action is brought against any indemnified party, and it notifies the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall of the commencement thereof, the indemnifying party will be entitled to appoint counsel of participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, reasonably assume the defense thereof, subject to the provisions herein stated, and after notice from the indemnifying party’s choice at party to such indemnified party of its election so to assume the defense thereof, the indemnifying party’s expense party will not be liable to represent the such indemnified party under this Section 12 for any legal or other expenses subsequently incurred by such indemnified party in any action for which indemnification is sought (in which case connection with the defense thereof other than reasonable costs of investigation, unless the indemnifying party shall not thereafter be responsible for pursue the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory action to the indemnified partyits final conclusion. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the The indemnified party shall have the right to employ separate counsel (including local counsel)in any such action and to participate in the defense thereof, and but the indemnifying party shall bear the reasonable fees, costs fees and expenses of such separate counsel shall not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the action with counsel reasonably satisfactory to the indemnified party; provided, however, that if the indemnified party is a Warrantholder or a Warrant Shareholder or a person who controls a Warrantholder or a Warrant Shareholder within the meaning of the Act, the reasonable fees and expenses of such counsel shall be at the expense of the indemnifying party if (i) the use employment of such counsel chosen has been specifically authorized in writing by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, or (ii) the actual or potential defendants in, or targets of, named parties to any such action action, including any impleaded parties, include both the indemnified party a Warrantholder or a Warrant Shareholder or such controlling person and the indemnifying party and the indemnified party a Warrantholder or a Warrant Shareholder or such controlling person shall have reasonably concluded been advised by such counsel that there may be one or more legal defenses available to it and/or other indemnified parties a Warrantholder or a Warrant Shareholder or controlling person which are different from not available to or additional to those in conflict with any legal defenses which may be available to the indemnifying party, party (iii) in which case the indemnifying party shall not have employed counsel reasonably satisfactory the right to assume the indemnified party to represent the indemnified party within a reasonable time after notice of the institution defense of such action on behalf of a Warrantholder or (iv) a Warrant Shareholder or such controlling person, it being understood, however, that the indemnifying party shall authorize not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for the Warrantholder, the Warrant Shareholders and controlling persons, which firm shall be designated in writing by a majority in interest of such holders and controlling persons based upon the value of the securities included in the registration statement). No settlement of any action against an indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, shall be made without the prior written consent of the indemnified and the indemnifying parties, settle or compromise or consent to the entry which shall not be unreasonably withheld in light of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect all factors of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties importance to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceedingparties.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of each of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable and documented fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 of a person receives notice of -------------------------- a claim or the commencement of any an action, such indemnified party willsuit or proceeding for which the person intends to seek indemnification under Paragraph (a), if a claim in respect thereof is to be made against the indemnifying party under this Section 7, person will notify the indemnifying party in writing of the claim or commencement thereof; of the action, suit or proceeding, but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph liability under Paragraph (a) or (b) above), except to the extent the indemnifying party has been materially prejudiced by the failure to give notice. The indemnifying party shall will be entitled to appoint counsel participate in the defense of the indemnifying party’s choice at the indemnifying party’s expense any claim, action, suit or proceeding as to represent the indemnified party in any action for which indemnification is sought (in which case being sought, or the indemnifying party shall may (but will not thereafter be responsible for required to) assume the fees and expenses of any separate counsel retained by defense against the indemnified party or parties except as set forth below); providedclaim, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of suit or proceeding with legal counsel chosen by the indemnifying party. After an indemnifying party notifies an indemnified party that the indemnifying party wishes to represent assume the defense of a claim, action, suit or proceeding the indemnifying party will not be liable for any legal or other expenses incurred by the indemnified party would present such in connection with the defense against the claim, action, suit or proceeding, except that if, in the opinion of legal counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) one or more of the indemnified parties should be separately represented in connection with a claim, action, suit or proceeding the indemnifying party shall not have employed will pay the reasonable fees and expenses of one separate counsel reasonably satisfactory to for the indemnified party parties. Each indemnified party, as a condition precedent to represent the indemnified party within a reasonable time after notice of the institution of such action or receiving indemnification as provided in Paragraph (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel a), will, at the cost and expense of the indemnifying party, cooperate in all reasonable respects with the indemnifying party in the defense of the claim, action, suit or proceeding as to which indemnification is sought. An No indemnifying party will notbe liable for any settlement of any claim, action, suit or proceeding effected without its prior written consent. No indemnifying party will, without the prior written consent of the indemnified partiesparty, settle or compromise or consent to the entry effect any settlement of any judgment with respect to any a pending or threatened claim, action, suit action or proceeding in with respect of which indemnification an indemnified party is, or contribution is informed that it may be, made a party and for which it would be sought hereunder (whether or not entitled to indemnification, unless the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent settlement includes an unconditional release of each the indemnified party from all liability arising out and claims which are the subject matter of such claim, action, suit the pending or proceedingthreatened action other than financial obligations for which the indemnified party will be indemnified hereunder.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 of a person receives notice of a claim or the commencement of any an action, such indemnified party willsuit or proceeding for which the person intends to seek indemnification under Paragraph (a), if a claim in respect thereof is to be made against the indemnifying party under this Section 7, person will notify the indemnifying party in writing of the claim or commencement thereof; of the action, suit or proceeding, but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph liability under Paragraph (a) or (b) above), except to the extent the indemnifying party has been materially prejudiced by the failure to give notice. The indemnifying party shall will be entitled to appoint counsel participate in the defense of the indemnifying party’s choice at the indemnifying party’s expense any claim, action, suit or proceeding as to represent the indemnified party in any action for which indemnification is sought (in which case being sought, or the indemnifying party shall may (but will not thereafter be responsible for required to) assume the fees and expenses of any separate counsel retained by defense against the indemnified party or parties except as set forth below); providedclaim, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of suit or proceeding with legal counsel chosen by the indemnifying party. After an indemnifying party notifies an indemnified party that the indemnifying party wishes to represent assume the defense of a claim, action, suit or proceeding the indemnifying party will not be liable for any legal or other expenses incurred by the indemnified party would present such in connection with the defense against the claim, action, suit or proceeding, except that if, in the opinion of legal counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) one or more of the indemnified parties should be separately represented in connection with a claim, action, suit or proceeding the indemnifying party shall not have employed will pay the reasonable fees and expenses of one separate counsel reasonably satisfactory to for the indemnified party parties. Each indemnified party, as a condition precedent to represent the indemnified party within a reasonable time after notice of the institution of such action or receiving indemnification as provided in Paragraph (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel a), will, at the cost and expense of the indemnifying party, cooperate in all reasonable respects with the indemnifying party in the defense of the claim, action, suit or proceeding as to which indemnification is sought. An No indemnifying party will notbe liable for any settlement of any claim, action, suit or proceeding effected without its prior written consent. No indemnifying party will, without the prior written consent of the indemnified partiesparty, settle or compromise or consent to the entry effect any settlement of any judgment with respect to any a pending or threatened claim, action, suit action or proceeding in with respect of which indemnification an indemnified party is, or contribution is informed that it may be, made a party and for which it would be sought hereunder (whether or not entitled to indemnification, unless the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent settlement includes an unconditional release of each the indemnified party from all liability arising out and claims which are the subject matter of such claim, action, suit the pending or proceedingthreatened action other than financial obligations for which the indemnified party will be indemnified hereunder.

Indemnification Procedures. Promptly after receipt by If any action or proceeding (including any governmental investigation or inquiry) shall be brought or any claim shall be asserted against any Person entitled to indemnity hereunder (an "indemnified party under this Section 7 of notice of the commencement of any actionparty"), such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, shall promptly notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification such indemnity is sought (the "indemnifying party") in which case writing, and the indemnifying party shall not thereafter be responsible for assume and control the fees and expenses defense thereof, including the employment of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified partyparty and the payment of all fees and expenses incurred in connection with the defense thereof. Notwithstanding the indemnifying party’s election to appoint counsel to represent Any such fees and expenses borne by the indemnified party (including any fees and expenses incurred in connection with investigating or preparing to defend such action or proceeding) shall be paid to the indemnified party, as incurred, within 15 days of written notice thereof to the indemnifying party (regardless of whether it is ultimately determined that an action, indemnified party is not entitled to indemnification hereunder; provided the indemnified party shall reimburse such fees and expenses if it is finally determined that such indemnified party is not entitled to indemnity hereunder). Any such indemnified party shall have the right to employ separate counsel in any such action, claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be the expenses of such indemnified party unless (including local counsel)a) the indemnifying party has agreed to pay such fees and expenses, and or (b) the indemnifying party shall bear have failed to assume promptly the reasonable fees, costs and expenses defense of such separate counsel if action, claim or proceeding, or (ic) the use of counsel chosen by the indemnifying party named parties to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action action, claim or proceeding (including any impleaded parties) include both the such indemnified party and the indemnifying party party, and the such indemnified party shall have reasonably concluded been advised by counsel that there may be one or more legal defenses available to it and/or other indemnified parties which are different from or additional in addition to those available to the indemnifying party, (iii) party and that the indemnifying party shall not have assertion of such defenses would create a conflict of interest such that counsel employed counsel reasonably satisfactory to by the indemnified party to could not faithfully represent the indemnified party within a reasonable time after notice of the institution of (in which case, if such action or (iv) indemnified party notifies the indemnifying party shall authorize the indemnified party in writing that it elects to employ separate counsel at the expense of the indemnifying party. An , the indemnifying party will shall not have the right to assume the defense of such action, claim or proceeding on behalf of such indemnified party; it being understood, however, that the indemnifying party shall not, without in connection with any one such action, claim or proceeding or separate but substantially similar or related actions, claims or proceedings in the prior written consent same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all such indemnified parties, settle or compromise or consent to unless in the entry reasonable judgment of such indemnified party a conflict of interest may exist between such indemnified party and any judgment other of such indemnified parties with respect to any pending or threatened claim, such action, suit claim or proceeding, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels). The indemnifying party shall not be liable for any settlement of any such action or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceedingeffected without its written consent.

Indemnification Procedures. Promptly after receipt by an (a) If the indemnified party under parties shall seek indemnification pursuant to this Section 7 Article 5, the indemnified parties shall give prompt notice to the Company (as such, the “indemnifying party”) of notice the assertion of any claim, or the commencement of any action, such indemnified party willsuit or proceeding, if a claim in respect thereof is to of which indemnity may be made against sought hereunder and will give the indemnifying party under this Section 7, notify such information with respect thereto as the indemnifying party in writing of the commencement thereof; may reasonably request, but the no failure so to notify the indemnifying party (i) will not give such notice shall relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will notany liability hereunder, in any event, relieve except to the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) extent of actual prejudice or (b) abovedamages suffered as a result thereof. The indemnifying party shall be entitled may, at its expense, participate in or assume the defense of any such action, suit or proceeding involving a third party with counsel reasonably acceptable to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party. The indemnified party will have the right to employ its counsel in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for such action, but the fees and expenses of any separate such counsel retained will be at the expense of such indemnified party unless (i) the employment of counsel by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding has been authorized in writing by the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action named parties include both the indemnified party and the indemnifying party party, and such counsel has advised the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which that are different from or additional in addition to those available to the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party, ) or (iii) the indemnifying party shall has not have in fact employed counsel reasonably satisfactory to assume the indemnified party to represent the indemnified party defense of such action within a reasonable time after receiving notice of the institution commencement of such action or (iv) the indemnifying party shall authorize action, in each of which cases the indemnified party to employ separate reasonable fees and expenses of counsel will be at the expense of the indemnifying party. An , and the indemnifying party will not, without the prior written consent of the indemnified parties, settle shall reimburse or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether pay such fees and expenses as they are incurred. Whether or not the indemnified indemnifying party chooses to defend or prosecute any claim involving a third party, all the parties are actual hereto shall cooperate in the defense or potential parties to prosecution thereof and shall furnish such claim or action) unless records, information and testimony, and attend such settlementconferences, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claimdiscovery proceedings, actionhearings, suit or proceedingtrials and appeals, as may be reasonably requested in connection therewith.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any actionaction involving a claim referred to in Section 6.8(a) or Section 6.8(b), such the indemnified party will, if a resulting claim in respect thereof is to be made or may be made against the an indemnifying party under this Section 7party, notify the indemnifying party in writing of the commencement thereof; but the failure so give written notice to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in the commencement of the action. The failure of any event, indemnified party to give notice shall not relieve the indemnifying party from any of its obligations to any indemnified party other than the indemnification obligation provided in paragraph (aSection 6.8(a) or (b) above. The Section 6.8(b), as applicable, except to the extent, if any, that the indemnifying party shall is actually prejudiced by the failure to give notice and then only to such extent. If any such action is brought against an indemnified party, the indemnifying party will be entitled to appoint counsel participate in and to assume the defense of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case action, and after notice from the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the to such indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s of its election to appoint counsel to represent assume defense of the indemnified party in an action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (including local counsel), i) the employment of such counsel has been specifically authorized in writing by the indemnifying party and the indemnifying party shall bear the reasonable fees, costs and expenses agrees as part of such separate counsel if (i) the use of counsel chosen by the indemnifying party authorization to represent the indemnified party would present pay such counsel with a conflict of interestfees and expenses, (ii) the actual indemnifying party shall have failed within a reasonable period of time to employ counsel reasonably satisfactory to the indemnified party and the indemnified party is or potential defendants inwould reasonably be expected to be materially prejudiced by such delay, or targets of, (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded been advised by such counsel that there may representation of both such indemnifying party and the indemnified party by the same counsel would be legal defenses available inappropriate because of an actual conflict of interest between the indemnifying party and the indemnified party, in each of which cases the indemnifying party shall be obligated to pay the reasonable fees and expenses of such additional counsel or counsels, it and/or other being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to one local counsel for each jurisdiction, if necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for all indemnified parties which with regard to all claims arising out of similar circumstances; and that all such fees and expenses shall be reimbursed as they are different from incurred upon written request and presentation of invoices. Whether or additional to those available to not a defense is assumed by the indemnifying party, (iii) the indemnifying party shall will not have employed counsel reasonably satisfactory be subject to any liability for any settlement made without its consent. No indemnifying party will consent to entry of any judgment or enter into any settlement which (A) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, of a release from all liability in respect of such claim or litigation, (B) includes an admission of fault, culpability or failure to act by or on behalf of the indemnified party, (C) commits the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such take, or refrain from taking, any action or (ivD) involves the indemnifying party shall authorize imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding.. 38

Indemnification Procedures. Promptly after receipt by an indemnified party under In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to this Section 7 of notice of the commencement of any action8, such person (the "indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, party") shall promptly notify the person against whom such indemnity may be sought (the "indemnifying party party") in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) upon request of the indemnifying party indemnified party, shall not have employed retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of and any others the institution indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such action counsel related to such proceeding. The indemnifying party shall not be liable to the extent the indemnified party fails to notify the indemnifying party of any proceeding for which indemnity may be sought and such failure to provide notice results in a forfeiture by the indemnifying party of substantial rights or defenses or the indemnifying party is otherwise materially prejudiced by such omission. 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 (iva) the indemnifying party shall authorize and the indemnified party shall have mutually agreed to employ separate the retention of such counsel at or (b) the expense 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. It is understood that the indemnifying party shall not, in respect of the indemnifying partylegal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for (x) the fees and expenses of more than one separate firm (in addition to any local counsel) for all Underwriters and all persons, if any, who control any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act; (y) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Company, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either such Section; and (z) the fees and expenses of more than one separate firm (in addition to any local counsel) for all Selling Stockholders and all persons, if any, who control any Selling Stockholder within the meaning of either such Section, and that all such fees and expenses shall be reimbursed as they are incurred. An In the case of any such separate firm for the Underwriters and such control persons of any Underwriters, such firm shall be designated in writing by Thomas Weisel Partners LLC. In the case of any such separate firm for xxx Xxmxxxx, 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 Stockholders and such control persons of any Selling Stockholders, such firm shall be designated in writing by the persons named as attorneys-in-fact for the Selling Stockholders under the Powers of Attorney. The indemnifying party will notshall 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 the indemnified party from and against any 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 proceeding effected without its written consent if (a) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (b) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified partiesparty, settle or compromise or consent to the entry effect any settlement of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification any indemnified party is or contribution may be could have been a party and indemnity could have been sought hereunder (whether or not the by such indemnified parties are actual or potential parties to such claim or action) party, unless such settlement, compromise or consent settlement includes an unconditional release of each such indemnified party from all liability arising out on claims that are the subject matter of such claim, action, suit or proceeding.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interestinterest (based on the reasonable advice of counsel to the indemnified party), (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded (based on the reasonable advice of counsel to the indemnified party) that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. No indemnifying party shall be liable for any settlement of any action or claim affected without its written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 78, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above, and the contribution obligation under paragraph (d) below. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ a single separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded concluded, with the advice of counsel, that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. An indemnified party will not, without the prior written consent of the indemnifying party, which shall not be unreasonably withheld, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 13 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 713, notify the indemnifying party in writing of the commencement thereof; but the failure omission so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations liability which it may have to any indemnified party other than party. In case any such action is brought against any indemnified party, and it notifies the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall of the commencement thereof, the indemnifying party will be entitled to appoint counsel of participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, reasonably assume the defense thereof, subject to the provisions herein stated, and after notice from the indemnifying party’s choice at party to such indemnified party of its election so to assume the defense thereof, the indemnifying party’s expense party will not be liable to represent the such indemnified party under this Section 13 for any legal or other expenses subsequently incurred by such indemnified party in any action for which indemnification is sought (in which case connection with the defense thereof other than reasonable costs of investigation, unless the indemnifying party shall not thereafter be responsible for pursue the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory action to the indemnified partyits final conclusion. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the The indemnified party shall have the right to employ separate counsel (including local counsel)in any such action and to participate in the defense thereof, and but the indemnifying party shall bear the reasonable fees, costs fees and expenses of such separate counsel shall not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the action with counsel reasonably satisfactory to the indemnified party; provided, however, that if the indemnified party is a Warrantholder or a holder of Shares or a person who controls a Warrantholder or a holder of Shares within the meaning of the Act, the fees and expenses of such counsel shall be at the expense of the indemnifying party if (i) the use employment of such counsel chosen has been specifically authorized in writing by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, or (ii) the actual or potential defendants in, or targets of, named parties to any such action action, including any impleaded parties, include both the indemnified party a Warrantholder or a holder of Shares or such controlling person and the indemnifying party and the indemnified party a Warrantholder or a holder of Shares or such controlling person shall have reasonably concluded been advised by such counsel that there may be one or more legal defenses available to it and/or other indemnified parties a Warrantholder or a holder of Shares or controlling person which are different from not available to or additional to those in conflict with any legal defenses which may be available to the indemnifying party, party (iii) in which case the indemnifying party shall not have employed counsel reasonably satisfactory the right to assume the indemnified party to represent the indemnified party within a reasonable time after notice of the institution defense of such action on behalf of a Warrantholder or (iv) a holder of Shares or such controlling person, it being understood, however, that the indemnifying party shall authorize not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for the Warrantholder, the holders of the Shares and controlling persons, which firm shall be designated in writing by a majority in interest of such holders and controlling persons based upon the value of the securities included in the Registration Statement). No settlement of any action against an indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, shall be made without the prior written consent of the indemnified and the indemnifying parties, settle or compromise or consent to the entry which shall not be unreasonably withheld in light of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect all factors of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties importance to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceedingparties.

Indemnification Procedures. Promptly after (a) Subject to Section 6.01(c), upon receipt by an any Person who may seek indemnity pursuant to Section 8.02 (the "indemnified party under this Section 7 party") of actual notice of the commencement a loss, claim, Damage, liability or action in respect of any actionwhich indemnity may be sought, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, shall promptly notify the Person against whom such indemnity may be sought (the "indemnifying party party") in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory the failure to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and so notify the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by only relieve the indemnifying party of its obligations hereunder to represent the indemnified party would present extent such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any failure actually prejudices such action include both the indemnified party and the indemnifying party in its defense of the loss, claim, Damage, liability or action) and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) upon request of the indemnifying party indemnified party, shall not have employed retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of and any others the institution indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such action or counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (ivi) the indemnifying party shall authorize and the indemnified party shall have mutually agreed to employ separate the retention of such counsel at or (ii) the expense 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, in such indemnified party's reasonable judgment, due to actual or potential differing interests between them, in which case such fees and expenses shall be paid by the indemnifying party. An It is understood that the indemnifying party will shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. Subject to the terms of Section 8.03(c), 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 the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified partiesparty, settle or compromise or consent to the entry effect any settlement of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification any indemnified party is or contribution may be could have been a party and indemnity could have been sought hereunder (whether or not the by such indemnified parties are actual or potential parties to such claim or action) party, unless such settlement, compromise or consent settlement includes an unconditional release of each such indemnified party from all liability arising out on claims that are the subject matter of such claim, action, suit or proceeding.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s 's choice at the indemnifying party’s 's expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s 's election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 6 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 76, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceedingproceeding and does not include a statement as to, or admission of, fault, culpability or failure to act on behalf of any indemnified party.

Indemnification Procedures. Promptly after After receipt by an a party entitled to indemnification (“indemnified party party”) under this Section 7 Article IX of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made by the indemnified party against the indemnifying party any person obligated to provide indemnification under this Section 7Article IX (“indemnifying party”), such indemnified party will notify the indemnifying party in writing of the commencement thereof; but thereof as soon as practicable thereafter, provided that the failure omission to so to notify the indemnifying party (i) will not relieve it from any liability under paragraph (a) or (b) above unless and this Article IX, except to the extent it did not otherwise learn of such action and such failure that the omission results in the forfeiture by the indemnifying party a failure of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations actual notice to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and such indemnifying party is damaged solely as a result of the indemnified party shall have reasonably concluded that there may be legal defenses available failure to it and/or other indemnified parties which are different from or additional to those available to the give such notice. The indemnifying party, (iii) upon the indemnifying party request of the indemnified party, shall not have employed retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a and any others the indemnifying party may designate in such proceeding and shall pay the reasonable time after notice of the institution fees and disbursements of such action or counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (ivi) the indemnifying party shall authorize and the indemnified party shall have mutually agreed to employ separate the retention of such counsel at or (ii) the expense of named parties to any such proceeding (including any impleaded parties) include both the indemnifying party. An indemnifying party will not, without the prior written consent of and the indemnified parties, settle or compromise or consent party and representation of both parties by the same counsel would be inappropriate due to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding affected 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 such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnify the indemnified party from all and against any loss or liability arising out by reason of such claim, action, suit settlement or proceedingjudgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article IX. The indemnification provisions contained in this Article IX shall survive any termination of this Agreement.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any actionaction involving a claim referred to in the preceding Sections of this ARTICLE III, such the indemnified party will, if a resulting claim in respect thereof is to be made or may be made against the and indemnifying party under this Section 7party, notify the indemnifying party in writing of the commencement thereof; but the failure so give written notice to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will notthe commencement of the action. If any such action is brought against an indemnified party, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall will be entitled to appoint counsel participate in and to assume the defense of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate with counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding , and after notice from the indemnifying party’s party to such indemnified party of its election to appoint counsel to represent assume defense of the indemnified party in an action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action's defense. An indemnified party shall have the right to employ separate counsel (including local counsel)in any action or proceeding and participate in the defense thereof, and but the indemnifying party shall bear the reasonable fees, costs fees and expenses of such separate counsel if shall be at such indemnified party's expense unless (ia) the use employment of such counsel chosen has been specifically authorized in writing by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interestparty, which authorization shall not be unreasonably withheld, (ii) the actual or potential defendants in, or targets of, indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within 30 days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded been advised by such counsel that there may be one or more legal defenses available to it and/or other the indemnified parties which party that are different from or additional to those available to the indemnifying party, party (iii) in which case the indemnifying party shall not have employed counsel reasonably satisfactory the right to assume the indemnified party to represent the indemnified party within a reasonable time after notice of the institution defense of such action or (iv) proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall authorize not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to employ separate counsel at adequately represent the expense indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party. An , the indemnifying party will not, not be subject to any liability for any settlement made without the prior written consent of the indemnified parties, settle or compromise or its consent. No indemnifying party will consent to the entry of any judgment with respect or enter into any settlement which does not include as an unconditional term the giving by the claimant or plaintiff, to any pending or threatened claimthe indemnified party, action, suit or proceeding of a release from all liability in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceedinglitigation.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or In case any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to Sections 12.02(a), (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (iic) will nothereof, in any event, relieve such Person (the indemnifying party from any obligations to any indemnified party other than "INDEMNIFIED PARTY") shall promptly notify the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall Person against whom such indemnity may be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (the "INDEMNIFYING PARTY") in which case the indemnifying party shall not thereafter be responsible for the fees writing and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) upon request of the indemnifying party indemnified party, shall not have employed retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of and any others the institution indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such action or counsel related to such proceeding; provided that the failure of any indemnified party so to notify the indemnifying party shall not relieve the indemnifying party of its obligations hereunder except to the extent that the indemnifying party is actually prejudiced by such failure to notify. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (ivi) the indemnifying party shall authorize and the indemnified party shall have mutually agreed to employ separate the retention of such counsel at or (ii) the expense 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. It is understood that the indemnifying party shall not, in respect of the indemnifying partylegal expenses of any indemnified party in connection with any proceeding or related proceedings 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 parties and that all such fees and expenses shall be reimbursed as they are incurred. An The indemnifying party will notshall 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 the indemnified party from and against any 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 proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified partiesparty, settle or compromise or consent to the entry effect any settlement of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification any indemnified party is or contribution may be could have been a party and indemnity could have been sought hereunder (whether or not the by such indemnified parties are actual or potential parties to such claim or action) party, unless such settlement, compromise or consent settlement includes an unconditional release of each such indemnified party from all liability arising out on claims that are the subject matter of such claim, action, suit or proceeding.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any 38 obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the reasonable and documented fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable and documented fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding.

Indemnification Procedures. Promptly after receipt by an indemnified If a person or party under this Section 7 of entitled to indemnification receives notice of the commencement of any action, such suit, or proceeding (an "Action") or notice that an, Action may be commenced, and if the person receiving the notice (the "indemnified party will, if a claim in respect thereof is person"') desires to be made against the indemnifying indemnified by a party under this Section 7Agreement (the "indemnifying party"), notify the indemnifying party in writing of the commencement thereof; but the failure so indemnified person will give notice to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) the commencement of the Action or of the possibility that an Action will not, in any event, be commenced. Any omission to notify an indemnifying party will not relieve the indemnifying party from any obligations liability which it may have under this Agreement, except to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The extent the failure to notify the indemnifying party shall be entitled to appoint counsel prejudices the rights of the indemnifying party’s choice . The indemnified person will be entitled, at the sole expense and liability of the indemnifying party’s expense , to represent exercise full control of the defense, compromise or settlement of any such Action unless the indemnifying party, within a reasonable time after the giving of such notice by the indemnified party person, (1) admits in writing to the indemnified person the indemnifying party's duty to indemnify the indemnified person for such Action under the terms of this Section, (2) notifies the indemnified person in writing of the indemnifying party's intention to assume such defense, (3) provides evidence reasonably satisfactory to the indemnified person as to the indemnifying party's ability to pay the amount, if any, for which the indemnified person may be liable as a result of such Action, and (4) retains legal counsel reasonably satisfactory to the indemnified person to conduct the defense of such Action. The other person will cooperate with the person assuming the defense, compromise or settlement of any Action in accordance with this Agreement in any action for which indemnification is sought (in which case manner that such person reasonably may request. If the indemnifying party shall so assumes the defense of any such Action, the indemnified person will have the right to employ a separate counsel and to participate in (but not thereafter be responsible for control) the defense, compromise or settlement of the Action, but the fees and expenses of any separate such counsel retained by will be at the expense of the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel person unless (including local counsel), and a) the indemnifying party shall bear has agreed to pay such fees and expenses, (b) any relief other than the reasonable feespayment of money damages is sought against the indemnified person, costs and expenses of such separate counsel if or (ic) the use of indemnified person has been advised by its counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal one or more defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying partyparty and that a conflict of interest therefore exists, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice and in any such case that portion of the institution fees and expenses of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at that are reasonably related to matters covered by the expense of indemnity provided in this Section will be paid by the indemnifying party. An indemnifying party No indemnified person will not, settle or compromise any such Action for which it is entitled to indemnification under this Agreement without the prior written consent of the indemnified partiesindemnifying party, unless the indemnifying party has failed, after reasonable notice, to undertake control of such Action in the manner provided in this Section. No indemnifying party will settle or compromise or any such Action in which any relief other than the payment of money damages is sought against any indemnified person without the consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties person, such consent not to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceedingbe unreasonably withheld.

Indemnification Procedures. Promptly after receipt by an (a) The indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof; but the failure so to (or parties) shall promptly notify the indemnifying party (ior parties) of any third-party claim, demand, action or Legal Proceeding for which indemnification will not relieve it from liability or may be sought under paragraph Sections 9.3 or 9.4 (aa “Third Party Claim”), but in no event later than ten (10) or (b) above unless and to the extent it did not otherwise learn business days after receiving notice of such action and such Third Party Claim; provided, however, that the failure results in the forfeiture by to so notify the indemnifying party of substantial rights and defenses and (ii) will not, in any event, not relieve the indemnifying party from any obligations liability hereunder in respect of such claim except to any the extent the 55. indemnifying party is prejudiced as a result of such failure, including where failure results in losses to the indemnifying party or the forfeiture of substantive rights or defenses that would otherwise be available in the defense of such claim. Such notice shall specify facts reasonably known to the indemnified party other than the indemnification obligation provided in paragraph (aor parties) or (b) abovegiving rise to such indemnity rights. The indemnifying party shall be entitled will have the right, at its expense, to appoint assume the defense thereof using counsel of reasonably acceptable to the indemnified party. If the indemnifying party’s choice at party elects not to assume the indemnifying party’s expense defense or fails to represent notify the indemnified party in within ten (10) business days after delivery of the indemnified party’s notice of such Third Party Claim, that it will assume the defense, then the indemnified party may employ counsel reasonably satisfactory to the indemnifying party to represent or defend it against any action for which indemnification is sought (in which case such Third Party Claim and the indemnifying party will pay the reasonable fees and disbursements of such counsel; provided, however, that the indemnifying party shall not thereafter not, in connection with any Legal Proceeding or any separate but substantially similar Legal Proceedings arising out of the same general allegations, be responsible liable for the fees and expenses of more than one separate firm of attorneys at any separate counsel retained by time for all indemnified persons, except to the extent that local counsel, in addition to its regular counsel, is required to effectively defend against such Legal Proceeding. If the indemnifying party does assume the defense of such Third Party Claim, the indemnifying party shall have no obligation in respect of the indemnified party or parties except as set forth below)party’s expenses; provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel participate in, at its own expense, but not control, the defense of any such Third Party Claim. In connection with any Third Party Claim, the Parties shall cooperate with each other in good faith in such manner to preserve in full (including local counsel), to the extent possible) the confidentiality of all business records and the indemnifying party attorney-client work-product and any other potentially applicable privileges and to render each other assistance as they may reasonably require. No Third Party Claim shall bear the reasonable fees, costs and expenses of such separate counsel if be settled (i) without the use prior written consent of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iiiii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to party unless such settlement provides for no relief other than the entry payment of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of monetary damages for which indemnification or contribution may be sought hereunder (whether or not the relevant indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each will be indemnified party from all liability arising out of such claim, action, suit or proceedingin full.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 hereunder of notice of the commencement of any action, such indemnified party willshall, if a claim in respect thereof is to be made against the indemnifying party under this Section 7hereunder, notify the indemnifying party in writing of the commencement thereof; , but the failure omission so to notify the indemnifying party (i) will shall not relieve it from any liability which it may have to such indemnified party other than under paragraph (athis Section 9(b) or (b) above unless and shall only relieve it from any liability which it may have to such indemnified party under this Section 9(b), except and only if and to the extent it did not otherwise learn of the indemnifying party is prejudiced by such omission. In case any such action shall be brought against any indemnified party and such failure results in the forfeiture by it shall notify the indemnifying party of substantial rights and defenses and (ii) will notthe commencement thereof, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel of satisfactory to such indemnified party, and, after notice from the indemnifying party’s choice at the indemnifying party’s expense party to represent the such indemnified party in any action for which indemnification is sought (in which case of its election so to assume and undertake the defense thereof, the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the liable to such indemnified party or parties except as set forth below); under this Section 9(b) for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that such counsel shall be reasonably satisfactory to that, if the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party defendants in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified indemnifying party shall have reasonably concluded that there may be legal reasonable defenses available to it and/or other indemnified parties party which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, (iii) the indemnifying party indemnified parties, as a group, shall not have employed counsel the right to select one separate counsel, reasonably satisfactory to the indemnified party and indemnifying party, and to represent assume such legal defenses and otherwise to participate in the indemnified party within a reasonable time after notice of the institution defense of such action or (iv) action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying partyas incurred. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder SUBSCRIPTION AGREEMENT (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding.continued)

Indemnification Procedures. Promptly after receipt by an Each indemnified party under this Section 7 of agrees to give the indemnifying party prompt written notice of the commencement any Claim or discovery of any action, fact upon which such indemnified party will, if intends to base a claim request for indemnification under Section 8.01. Each party shall furnish promptly to the other copies of all papers and documents received in respect thereof is of any Claim. With respect to be made against any Claim relating solely to the payment of money damages that will not result in the indemnified party becoming subject to injunctive or other relief or otherwise adversely affecting the business of the indemnified party in any manner, and as to which the indemnifying party under this Section 7shall have acknowledged in writing the obligation to indemnify the indemnified party hereunder, notify the indemnifying party in writing shall have the sole right to defend, settle or otherwise dispose of the commencement thereof; but the failure so to notify such Claim upon such terms as the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will notparty, in any eventits sole discretion, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) aboveshall deem appropriate. The indemnifying party shall be entitled to appoint counsel obtain the written consent of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election , which shall not be unreasonably withheld, prior to appoint counsel ceasing to represent the indemnified party in an actiondefend, settling or otherwise disposing of any Claim if, as a result thereof, the indemnified party shall have would become subject to injunctive or other equitable relief or any remedy other than the right to employ separate counsel (including local counsel)payment of money, and which payment would be the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense responsibility of the indemnifying party. An The indemnifying party will not, shall not be liable for any settlement or other disposition of a Claim by the indemnified party which is made without the prior written consent of the indemnifying party. Except as provided above, the reasonable costs and expenses, including reasonable fees and disbursements of counsel incurred by any indemnified partiesparty in connection with any Claim shall be reimbursed on a quarterly basis by the indemnifying party, settle or compromise or consent without prejudice to the entry of any judgment with respect indemnifying party's right to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not contest the indemnified parties are actual or potential parties party's right to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnification and subject to refund in the event that the indemnifying party is ultimately held not to be obligated to indemnify the indemnified party from all liability arising out of such claim, action, suit or proceedingparty.

Indemnification Procedures. Promptly after After receipt by an a party entitled to indemnification ("indemnified party party") under this Section 7 Article IX of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is made by the indemnified party against any person obligated to be made against the indemnifying party provide indemnification under this Section 7Article IX ("indemnifying party"), such indemnified party will notify the indemnifying party in writing of the commencement thereof; but thereof as soon as practicable thereafter, provided that the failure omission to so to notify the indemnifying party (i) will not relieve it from any liability under paragraph (a) or (b) above unless and this Article IX, except to the extent it did not otherwise learn of such action and such failure that the omission results in the forfeiture by a failure of actual notice to the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the such indemnifying party from any obligations is damaged solely as a result of the failure to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) abovegive such notice. The indemnifying party shall be entitled to appoint counsel party, upon the request of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate retain counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding party and any others the indemnifying party’s election party may designate in such proceeding and shall pay the reasonable fees and disbursements of such counsel related to appoint counsel to represent the indemnified party in an actionsuch proceeding. In any such proceeding, the any indemnified party shall have the right to employ separate counsel (including local retain its own counsel), and but the indemnifying party shall bear the reasonable fees, costs fees and expenses of such separate counsel if shall be at the expense of such indemnified party unless (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available mutually agreed to the indemnifying party, retention of such counsel or (iiiii) 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. The indemnifying party shall not have employed counsel reasonably satisfactory 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 the indemnified party to represent the indemnified party within a reasonable time after notice from and against any loss or liability by reason of such settlement or judgment. A successor by law of the institution of such action or (iv) parties to this Agreement shall be entitled to the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense benefits of the indemnifying partyindemnification contained in this Article IX. An indemnifying party will not, without the prior written consent The indemnification qualification provisions contained in this Article IX shall survive any termination of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceedingthis Agreement.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel but only one separate counsel (including local counsel) if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding.

Indemnification Procedures. Promptly after receipt In the event that any Claim is made as a result of which an Indemnified Party may become entitled to indemnification by an indemnified party under Licensee pursuant to this Section 7 17, Licensee shall, at its expense, assume the defense of notice such Claim with counsel reasonably satisfactory to the Indemnified Party and the Indemnified Party shall give Licensee the right to control and direct the investigation, preparation, defense and settlement of such Claim (subject to the commencement provisions of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 717(b)) and reasonable assistance and full cooperation, notify at Licensee’s expense, for the indemnifying party in writing defense of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn same. Promptly upon becoming aware of such action and such failure results in Claim, the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party Indemnified Party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below)give Licensee notice thereof; provided, however, that such counsel the omission so to notify Licensee shall be reasonably satisfactory not relieve Licensee from any liability which it may have to the indemnified partyIndemnified Party, except to the extent that Licensee is actually prejudiced by such omission. Any settlement of any Claim shall require the mutual consent of Licensee and the Indemnified Party, provided that the consent of the Indemnified Party will not be unreasonably withheld if such settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability with respect to such Claim. Notwithstanding the indemnifying party’s election obligation of Licensee to appoint counsel to represent assume the indemnified party in an actiondefense of any Claim, the indemnified party Indemnified Party shall have the right to employ employ, at its own cost and expense, separate counsel (including local counsel), and to participate in the indemnifying party defense of such action. Licensee shall bear the reasonable fees, costs and expenses of such separate counsel if counsel, if: (i) the use of the counsel chosen by the indemnifying party to represent the indemnified party Licensee would present such counsel with a conflict of interest, ; (ii) the actual or potential defendants in, or targets of, any such action Claim include both the indemnified party Indemnified Party and Licensee and the indemnifying party and the indemnified party shall have Indemnified Party has reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, Licensee; (iii) in the indemnifying party shall exercise of the Indemnified Party’s reasonable judgment, Licensee has not have employed satisfactory counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action Claim; or (iv) Licensee has not assumed the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out defense of such claim, action, suit or proceedingClaim.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interestinterest (based on the advice of counsel to the indemnified party), (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded (based on the advice of counsel to the indemnified party) that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. No indemnifying party shall be liable for any settlement of any action or claim affected without its written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ one separate counsel (including plus local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded (after discussion with legal counsel) that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding.

Indemnification Procedures. Promptly after receipt by an Each indemnified party under this Section 7 of agrees to give the indemnifying party prompt written notice of the commencement any Claim or discovery of any action, fact upon which such indemnified party willintends to base a request for indemnification under Section 7.1. Each party shall furnish promptly to the other, if a claim copies of all papers and official documents received in respect thereof is of any Claim. With respect to be made against any Claim relating solely to the payment of money damages and which will not result in the indemnified party becoming subject to injunctive or other relief or otherwise adversely affecting the business of the indemnified party in any manner, and as to which the indemnifying party under this Section 7shall have acknowledged in writing the obligation or indemnify the indemnified party hereunder, notify the indemnifying party in writing shall have the sole right and obligation to defend, settle or otherwise dispose of the commencement thereof; but the failure so to notify such Claim, on such terms as the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will notparty, in any eventits sole discretion, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) aboveshall deem appropriate. The indemnifying party shall be entitled to appoint counsel obtain the written consent of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election , which shall not be unreasonably withheld, prior to appoint counsel ceasing to represent defend, settling or otherwise disposing of any Claim if as a result thereof the indemnified party in an actionParty would become subject to injunctive or other equitable relief or any remedy other than the payment of money, which payment would be the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense responsibility of the indemnifying party. An The indemnifying shall not be liable for any settlement or other disposition of a Claim by the indemnified party will not, which is reached without the prior written consent of the indemnifying party. Except as provided above, the reasonable costs and expenses, including reasonable fees and disbursements of counsel incurred by any indemnified partiesparty in connection with any Claim, settle or compromise or consent shall be reimbursed on a quarterly basis by the indemnifying party, without prejudice to the entry of any judgment with respect indemnifying party's right to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not contest the indemnified parties are actual or potential parties party's right to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnification and subject to refund in the event the indemnifying party is ultimately held not to be obligated to indemnify the indemnified party from all liability arising out of such claim, action, suit or proceedingparty.

Indemnification Procedures. Promptly after receipt by an indemnified party under In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to this Section 7 of notice of the commencement of any action8, such person (the “indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party party”) in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) upon request of the indemnifying party indemnified party, shall not have employed retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party, and any others entitled to indemnification under this Section 8 that the indemnifying party within a may designate, in such proceeding and shall pay the reasonable time after notice of the institution fees and disbursements of such action or counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (iva) the indemnifying party shall authorize and the indemnified party shall have mutually agreed to employ separate the retention of such counsel at or (b) the expense 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. It is understood that the indemnifying party shall not, in respect of the indemnifying partylegal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for (x) the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all Underwriters and all persons, if any, who control any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, (y) the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for the Company, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either such Section and (z) the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all Selling Stockholders and all persons, if any, who control any Selling Stockholder within the meaning of either such Section, and that all such fees and expenses shall be reimbursed as they are incurred. An In the case of any such separate firm for the Underwriters and such control persons of any Underwriters, such firm shall be designated in writing by Xxxxxx Xxxxxx Partners LLC. In the case of any such separate firm for the Company, 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 Stockholders and such control persons of any Selling Stockholders, such firm shall be designated in writing by the persons named as attorneys-in-fact for the Selling Stockholders under the Powers of Attorney. The indemnifying party will notshall 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 (after all appeals have been exhausted), then, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment in accordance with the terms and conditions and subject to the limitations set forth elsewhere in this Section 8. No indemnifying party shall, without the prior written consent of the indemnified partiesparty, settle or compromise or consent to the entry effect any settlement of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification any indemnified party is or contribution may be could have been a party and indemnity could have been sought hereunder (whether or not the by such indemnified parties are actual or potential parties to such claim or action) party, unless such settlement, compromise or consent settlement includes an unconditional release of each such indemnified party from all liability arising out on claims that are the subject matter of such claim, action, suit or proceeding.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 of a person receives notice of a claim or the commencement of any actionan action for which the person intends to seek indemnification under paragraph (a) or (b) of Section 9.1, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, person will notify the indemnifying party in writing of the claim or commencement thereof; of the action, suit or proceeding, but the failure so to notify the indemnifying party (i) will not relieve it the indemnifying party from liability under paragraph (a) or (b) above unless and of Section 9.1, except to the extent it did not otherwise learn of such action and such has been materially prejudiced by the failure results to give notice. The indemnifying party will be entitled to participate in the forfeiture by defense of any claim, action, suit or proceeding as to which indemnification is being sought, and if the indemnifying party of substantial rights and defenses and (ii) will notacknowledges in writing the obligation to indemnify the party against whom the claim or action is brought, in any event, relieve the indemnifying party from any obligations may (but will not be required to) assume the defense against the claim, action, suit or proceeding with counsel satisfactory to any it. After an indemnifying party notifies an indemnified party that the indemnifying party wishes to assume the defense of a claim, action, suit or proceeding the indemnifying party will not be liable for any legal or other than expenses incurred by the indemnified party in connection with the defense against the claim, action, suit or proceeding except that if, in the opinion of counsel to the indemnifying party, one or more of the indemnified parties should be separately represented in connection with a claim, action, suit or proceeding the indemnifying party will pay the reasonable fees and expenses of one separate counsel for the indemnified parties. Each indemnified party, as a condition to receiving indemnification as provided in Paragraph (a) or (b) or Section 9.1, will cooperate in all reasonable respects with the indemnifying party in the defense of any action or claim as to which indemnification is sought. No indemnifying party will be liable for any settlement of any action effected without its prior written consent. No indemnifying party will, without the prior written consent of the indemnified party, effect any settlement of a pending or threatened action with respect to which an indemnified party is, or is informed that it may be, made a party and for which it would be entitled to indemnification, unless the settlement includes an unconditional release of the indemnified party from all liability and claims which are the subject matter of the pending or threatened action. If for any reason the indemnification obligation provided for in this Agreement is not available to, or is not sufficient to hold harmless, an indemnified party in respect of any loss or liability referred to in paragraph (a) or (b) above. The of Section 9.1, each indemnifying party shall be entitled to appoint counsel will, in lieu of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case party, contribute to the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained amount paid or payable by the indemnified party as a result of the loss or parties except as set forth below); providedliability, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) in the use of counsel chosen proportion which is appropriate to reflect the relative benefits received by the indemnifying party to represent on the one hand and by the indemnified party would present such counsel with a conflict on the other from the sale of intereststock which is the subject of the claim, action, suit or proceeding which resulted in the loss or liability or (ii) if that allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not only the actual or potential defendants inrelative benefits of the sale of stock, or targets of, any such action include both but also the indemnified party and relative fault of the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending the statements or threatened omissions which are the subject of the claim, action, suit or proceeding that resulted in respect of which indemnification the loss or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlementliability, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceedingas well as any other relevant equitable considerations.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded concluded, after discussion with counsel, that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding.

Indemnification Procedures. Promptly after receipt by an Any Party asserting a right to -------------------------- indemnification under Section 7.2, 7.3, 7.4 or 7.5 shall so notify in writing --------------------- --- the applicable Person or Persons required hereunder to provide indemnification pursuant to this Article 7. The indemnified party's failure to so notify the --------- indemnifying party of any such matter shall not release the indemnifying party, in whole or in part, from its obligations to indemnify under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section Article 7, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and --------- except to the extent it did not otherwise learn of such action and such the indemnified party's failure results in the forfeiture by to so notify actually prejudices the indemnifying party of substantial rights and defenses and (ii) will notparty's ability to defend such action. If the facts giving rise to such indemnification shall involve any actual or threatened claim or demand by or against a third party, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel control the defense or prosecution of such claim or demand in the name of the indemnifying indemnified party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate , with counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent , if (x) it notifies the indemnified party in an actionwriting of its intention to do so within 20 days of its receipt of such notice, without prejudice, however, to the right of the indemnified party to participate therein through counsel of its own choosing, which participation shall be at the indemnified party's expense unless (i) the indemnified party shall have the right to employ separate been advised by its counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the that use of the same counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party would present a conflict of interest (which shall have reasonably concluded that be deemed to include any case where there may be a legal defenses defense or claim available to it and/or other the indemnified parties party which are is different from or additional to those available to the indemnifying party) or (ii) the indemnifying party shall fail to defend or prosecute in good faith such claim or demand within a reasonable time, (iii) in which case the reasonable fees of counsel for the indemnified party shall be for the account of indemnifying party and the indemnifying party shall not have employed counsel reasonably satisfactory the right to direct the defense of such action on behalf of the indemnified party, and (y) it agrees to accept full responsibility indemnify and hold harmless the indemnified party in accordance herewith in respect of the claim or demand. Whether or not the indemnifying party chooses to represent defend or prosecute such claim, the Partnership and the parties hereto shall cooperate in the prosecution or defense of such claim and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may reasonably be requested in connection therewith. The indemnifying party shall not settle or permit the settlement of any such third party claim or action in which any relief other than the payment of money damages is sought against the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, party. The indemnified party shall not settle or compromise or consent to permit the entry settlement of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) action for which it is entitled to indemnification without the prior written consent of the indemnifying party, unless such settlementthe indemnifying party shall have failed to assume the defense thereof after the notice referred to in the first sentence of this Section 7.8, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceedingand in the manner ----------- provided above.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the documented and reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interestinterest (based on advice of counsel to the indemnified party), (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded (based on advice of counsel to the indemnified party) that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding.

Indemnification Procedures. Promptly after receipt by an 19.3.1 An indemnified party Party under this Section 7 of notice of 19 shall promptly notify the commencement indemnifying Party of any action, such indemnified party will, if a claim in Claim with respect thereof is to be made against the indemnifying party which it seeks indemnity under this Section 719. An indemnifying Party may participate, notify at its own expense, in the defense of such Claim. If it so elects within a reasonable time after receipt of such notice, an indemnifying party Party may, except as provided in writing the immediately following sentence and the last sentence of this paragraph, assume the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and defense of such Claim, with counsel reasonably satisfactory to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense Party to represent the indemnified party in Party and any action for which indemnification is sought (in which case others the indemnifying party Party may designate in such proceeding and shall not thereafter pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified Party shall have the right to retain its own counsel, but the fees and expense of such counsel shall be responsible at the expense of such indemnified Party unless (i) the indemnifying Party and the indemnified Party shall have mutually agreed to the retention of such counsel or (ii) the named Parties to any such proceeding (including any impleaded parties) include both the indemnifying Party and the indemnified Party and representation of both Parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is agreed that the indemnifying Party shall not, in respect of the legal expense of any indemnified Party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any separate counsel retained by local counsel) for all such indemnified Parties and that all such fees and expenses shall be reimbursed as they are incurred. 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 is a final judgment for the plaintiff, the indemnifying Party agrees to indemnify the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), Party from and the indemnifying party shall bear the reasonable fees, costs and expenses against any Loss by reason of such separate counsel if (i) the use of counsel chosen by the settlement or judgment. No indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will notParty shall, without the prior written consent of the indemnified partiesParty, settle or compromise or consent to the entry effect any settlement of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification any indemnified Party is or contribution could have been a party and indemnity could have been sought hereunder by such indemnified Party (i) if such settlement involves any form of relief other than the payment of money or any finding or admission of any violation of any law, regulation or order or any of the rights of any person or has any adverse effect on any other Claims that have been or may be sought hereunder (whether or not made against the indemnified parties are actual Party, or potential parties to (ii) if such claim or action) settlement involves only the payment of money, unless such settlement, compromise or consent it includes an unconditional release of each such indemnified party from Party of all liability arising out on claims that are the subject of such claimproceeding. An indemnified Party may assume control of the defense of any Claim if (i) it irrevocably waives its right to indemnity under this Section 19, actionor (ii) without prejudice to its full right to indemnity under this Section 19 (A) the indemnifying Party fails to provide reasonable assurance to the indemnified Party of its financial capacity to defend or provide indemnification with respect to such Claim, suit (B) the indemnified Party determines in good faith that there is a reasonable likelihood that a Claim would materially and adversely affect it or proceedingany other indemnitees other than as a result of monetary damages that would be fully reimbursed by an indemnifying Party under the Agreement, or (C) the indemnifying Party refuses or fails to timely assume the defense of such Claim.

Indemnification Procedures. Promptly after receipt by In the event an indemnified party under this Section 7 seeks or expects to seek indemnity for any Damage arising out of notice or in connection with a claim, demand, cause of the commencement of any actionaction or proceeding by a third party, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, shall promptly notify the indemnifying indemnified party in writing of the commencement thereof; but nature of the failure so to notify Damages (the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above"Indemnification Notice"). The indemnifying party shall be entitled have the right to appoint counsel of assume the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case defense thereof and the indemnifying party shall not thereafter be responsible liable to any indemnified parties for any legal expenses of other counsel or any other expenses subsequently incurred by such indemnified parties in connection with the defense thereof, except that if the indemnifying party elects not to assume in writing such defense within fifteen (15) days after the Indemnification Notice or counsel for the indemnifying parties advise that because of conflicts of interest between the indemnifying party and the indemnified parties such counsel cannot, as a matter of professional responsibility, represent both the indemnified parties and the identifying parties (it being agreed by the parties that the indemnified party shall not be obligated to waive any conflict of interest of such counsel), then the indemnified parties may retain counsel satisfactory to them, and the indemnifying party shall pay all reasonable fees and expenses of such counsel for the indemnified parties promptly as statements therefore are received. In no event shall an indemnifying party be liable for the fees and expenses of any more than one separate counsel retained by the law firm for all indemnified party or parties except parties. So long as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party is defending in an actiongood faith such third party Damage, the indemnified party shall have the right to employ separate counsel (including local counsel), and not settle or compromise such third party claim without the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the party's prior written consent. The indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those make available to the indemnifying party, (iii) party or its representatives all personnel records and other materials reasonably required by them for use in contesting any third party Damage and shall cooperate fully with the indemnifying party in the defense of such Damage. In case any event shall not have employed counsel reasonably satisfactory to the occur which would otherwise entitle an indemnified party to represent assert a claim for indemnification hereunder, no loss, damage or expense shall be deemed to have been sustained by such party to the indemnified extent of (1) any tax savings realized by such party within a reasonable time after notice of the institution of such action with respect thereto, or (iv2) the indemnifying any proceeds received by such party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of from any judgment insurance policies with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceedingthereto.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 hereunder of notice of the commencement of any action, such indemnified party willshall, if a claim in respect thereof is to be made against the indemnifying party under this Section 7hereunder, notify the indemnifying party in writing of the commencement thereof; , but the failure omission so to notify the indemnifying party (i) will shall not relieve it from any liability under paragraph (a) or (b) above unless and to the extent which it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations may have to any indemnified party other than under this Section 4. In case any such action shall be brought against any indemnified party and it shall notify the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel of satisfactory to such indemnified party, and, after notice from the indemnifying party’s choice at the indemnifying party’s expense party to represent the such indemnified party in any action for which indemnification is sought (in which case of its election so to assume and undertake the defense thereof, the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the liable to such indemnified party or parties except as set forth below); provided, however, that under this Section 4 for any legal expenses subsequently incurred by such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an actionconnection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected; PROVIDED, if the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal reasonable defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified party shall have the right to select a separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. 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 at the expense of such indemnified party unless (iiii) the indemnifying party shall not have employed failed to retain counsel reasonably satisfactory to for the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action person as aforesaid or (ivii) the indemnifying party and such indemnified party shall authorize have mutually agreed to the retention of such counsel. It is understood that the indemnifying party shall not, in connection with any action or related actions in the same jurisdiction, be liable for the fees and disbursements of more than one separate firm qualified in such jurisdiction to act 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 the indemnified party to employ separate counsel from and against any loss or liability by reason of such settlement or judgment. The indemnification of underwriters provided for in this Section 4 shall be on such other terms and conditions as are at the expense time customary and reasonably required by such underwriters. In that event the indemnification of the indemnifying party. An indemnifying party will not, without sellers of Restricted Stock in such underwriting shall at the prior written consent of the indemnified parties, settle or compromise or consent sellers' request be modified to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties conform to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceedingterms and conditions.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 of a person receives notice of a claim or the commencement of any actionan action for which the person intends to seek indemnification under paragraph (a) or (b) of Section 8.1, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, person will notify the indemnifying party in writing of the claim or commencement thereof; of the action, suit or proceeding, but the failure so to notify the indemnifying party (i) will not relieve it the indemnifying party from liability under paragraph (a) or (b) above unless and of Section 8.1, except to the extent it did not otherwise learn of such action and such indemnifying party has been materially prejudiced by the failure results to give notice. The indemnifying party will be entitled to participate in the forfeiture by defense of any claim, action, suit or proceeding as to which indemnification is being sought, and if the indemnifying party of substantial rights and defenses and (ii) will notacknowledges in writing the obligation to indemnify the party against whom the claim or action is brought, in any event, relieve the indemnifying party from any obligations may (but will not be required to) assume the defense against the claim, action, suit or proceeding with counsel satisfactory to any it. After an indemnifying party notifies an indemnified party that the indemnifying party wishes to assume the defense of a claim, action, suit or proceeding the indemnifying party will not be liable for any legal or other than expenses incurred by the indemnified party in connection with the defense against the claim, action, suit or proceeding except that if, in the opinion of counsel to the indemnifying party, one or more of the indemnified parties should be separately represented in connection with a claim, action, suit or proceeding the indemnifying party will pay the reasonable fees and expenses of one separate counsel for the indemnified parties. Each indemnified party, as a condition to receiving indemnification obligation as provided in paragraph (a) or (b) above. The of Section 8.1, will cooperate in all reasonable respects with the indemnifying party shall be entitled to appoint counsel in the defense of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for or claim as to which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified partysought. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An No indemnifying party will notbe liable for any settlement of any action effected without its prior written consent. No indemnifying party will, without the prior written consent of the indemnified partiesparty, settle effect any settlement of a pending or compromise or consent to the entry of any judgment threatened action with respect to any which an indemnified party is, or is informed that it may be, made a party and for which it would be entitled to indemnification, unless the settlement includes an unconditional release of the indemnified party from all liability and claims which are the subject matter of the pending or threatened action. If for any reason the indemnification provided for in this Agreement is not available to, or is not sufficient to hold harmless, an indemnified party in respect of any loss or liability referred to in paragraph (a) or (b) of Section 8.1, each indemnifying party will, in lieu of indemnifying the indemnified party, contribute to the amount paid or payable by the indemnified party as a result of the loss or liability, (i) in the proportion which is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and by the indemnified party on the other from the sale of stock which is the subject of the claim, action, suit or proceeding which resulted in respect the loss or liability or (ii) if that allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits of which indemnification or contribution may be sought hereunder (whether or not the sale of stock, but also the relative fault of the indemnifying party and the indemnified parties party with respect to the statements or omissions which are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release the subject of each indemnified party from all liability arising out of such the claim, action, suit or proceedingproceeding that resulted in the loss or liability, as well as any other relevant equitable considerations.

Indemnification Procedures. Promptly An indemnified party shall give written notice (a "Notice of Claim") to the indemnifying party within 45 days (or, to the extent possible, within such shorter period as may be necessary to give the indemnifying party a reasonable opportunity to respond to such claim) after receipt by the indemnified party has knowledge of any claim (including a third party claim, in which case such Notice of Claim shall set forth the name of the party making such third party claim, to the extent known), which an indemnified party has determined has given or could give rise to a right of indemnification under this Section 7 Agreement. No failure to give such Notice of notice Claim shall affect the indemnification obligations of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7hereunder, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and except to the extent it did not otherwise learn of such action and such failure results in shall have prejudiced such indemnifying party's ability to successfully defend the forfeiture by matter giving rise to the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) aboveclaim. The indemnifying party Notice of Claim shall be entitled to appoint counsel state the nature of the indemnifying party’s choice at claim and the indemnifying party’s expense to represent amount of the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); providedLoss, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel)if known, and the indemnifying party shall bear have a period of 30 days to reply to such Notice of Claim. The obligations and liabilities of an indemnifying party under this Agreement with respect to Losses arising from claims of any third party that are subject to the reasonable fees, costs indemnification provisions provided for herein shall be governed by the following additional terms and expenses of such separate counsel if conditions: (iA) the use of counsel chosen by the indemnifying party shall be permitted, at the indemnifying party's option, to represent assume and control the defense of such claim at the indemnifying party's expense and through counsel of the indemnifying party's choice reasonably acceptable to the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and if the indemnifying party and gives notice within the 30 day period specified above of the indemnifying party's intention to do so, (B) the indemnified party shall have reasonably concluded that there may be legal defenses cooperate with the indemnifying party in such defense and make available to it and/or other the indemnifying party all witnesses, pertinent records, materials and information in the indemnified parties which are different from party's possession or additional to those available to under the indemnified party's control relating thereto as is reasonably required by the indemnifying party, (iiiC) if the indemnified party does not receive written notice within said period that the indemnifying party has elected to assume the defense of such claim, the indemnified party may elect to assume such defense (whether or not the indemnified party elects to assume the defense of such claim, the indemnifying party shall not have employed counsel reasonably satisfactory be relieved of the indemnifying party's obligations hereunder), (D) in the event the indemnified party is, directly or indirectly, conducting the defense against any such claim, the indemnifying party shall cooperate with the indemnified party in such defense and make available to the indemnified party to represent all such witnesses, records, materials and information in the indemnifying party's possession or under the indemnifying party's control relating thereto as is reasonably required by the indemnified party within party, and (E) except for the settlement of a reasonable time after notice claim that involves only the payment of money by the institution of such action or (iv) indemnifying party, no claim may be settled by the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified partiesparty, settle which consent shall not be unreasonably withheld or compromise or consent to the entry of any judgment delayed. Any claim by an indemnified party with respect to any pending or threatened claim, action, suit or proceeding Losses which does not result from a third party claim will be asserted in respect of which indemnification or contribution may be sought hereunder (whether or the same manner as specified in Section 5.6(a) above. If the indemnifying party does not the indemnified parties are actual or potential parties respond to such claim or action) unless such settlementwithin the 30 day period specified in Section 5.6(a), compromise or consent includes an unconditional release of each indemnified the indemnifying party from all liability arising out of will be deemed to have accepted responsibility for such claim, action, suit and the indemnified party will be free to pursue such remedies as may be available to the indemnified party under this Agreement or proceedingunder applicable law.

Indemnification Procedures. Promptly after receipt by an indemnified Each party entitled to indemnification under this Section 7 of 4.9 shall give notice of to the commencement of any action, party required to provide indemnification promptly after such indemnified party will, if has actual knowledge that a claim in respect thereof is to be made against the indemnifying indemnified party under this Section 7as to which indemnity may be sought, notify and shall permit the indemnifying party to assume the defense of such claim or litigation resulting therefrom and any related settlement and settlement negotiations, subject to the limitations on settlement set forth below; provided, that counsel for the indemnifying party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the indemnified party (whose approval shall not unreasonably be withheld), and the indemnified party may participate in writing of the commencement thereofsuch defense at such party’s expense; but and provided, further, that the failure so of any indemnified party to notify the indemnifying party (i) will give notice as provided herein shall not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will notits obligations under this Section 4.9, in any event, relieve except to the extent the indemnifying party from any obligations is actually prejudiced by such failure to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified partygive notice. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in foregoing, an action, the indemnified party shall have the right to employ retain separate counsel (including local counsel), and the indemnifying party shall bear with the reasonable fees, costs fees and expenses of such separate counsel being paid by the indemnifying party, if (i) representation of such indemnified party by the use of counsel chosen retained by the indemnifying party would be inappropriate due to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any differing interests between such action include both the indemnified party and any other party represented by such counsel or if the indemnifying party and has failed to assume the defense of such action. No indemnified party shall have reasonably concluded that there enter into any settlement of any litigation commenced or threatened with respect to which indemnification is or may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, sought without the prior written consent of the indemnifying party (such consent not to be unreasonably withheld). No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified partiesparty, settle or compromise or consent to the entry of any judgment with respect or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to any pending or threatened claimsuch indemnified party of a release, actionreasonably satisfactory to the indemnified party, suit or proceeding from all liability in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each litigation. Each indemnified party from all liability arising out shall furnish such information regarding itself or the claim in question as an indemnifying party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim, action, suit or proceedingclaim and litigation resulting therefrom.

Indemnification Procedures. Promptly after receipt In any claim for indemnification relating to Losses arising in connection with any action, suit or proceeding asserted by one or more Third Parties against an indemnified party under this Section 7 of (a “Third Party Claim”), the indemnified party agrees to give the indemnifying Party prompt written notice of such Third Party Claim. The indemnifying Party shall, if it so chooses and acknowledges in writing its obligation to indemnify the commencement of any action, such indemnified party willfor a Third Party Claim, if a claim in respect thereof is be entitled to be made against assume the indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn defense of such action and such failure results in the forfeiture Third Party Claim with counsel selected by the indemnifying party of substantial rights Party and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding Should the indemnifying party’s election Party so elect to appoint counsel assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to represent the indemnified party for legal expenses subsequently incurred by such indemnified party in an actionconnection with the defense thereof unless (i) the indemnifying Party has failed to defend, contest or otherwise protest in a timely manner against such Third Party Claim or (ii) a conflict of interest exists such that separate representation of the indemnified party is appropriate (and in each of case (i) and (ii) the indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the indemnified party during such period). If the indemnifying Party assumes such defense, the indemnified party may, at its sole option and expense, participate in such defense and employ Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. Table of Contents separate counsel, and further agrees to cooperate in the conduct of any such defense. If the indemnifying Party assumes such defense, the indemnifying Party shall have the right to employ separate counsel (including local counsel)settle such Third Party Claim, and the indemnifying party shall bear the reasonable feesin its discretion, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict full release of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and no admission of liability; provided that the indemnifying party and Party shall obtain the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified partiesparty, such consent not to be unreasonably withheld, prior to settling any Third Party Claim if as a result thereof the indemnified party would become subject to injunctive or other equitable relief or any remedy other than the payment of money by the indemnifying Party, or if the business of the indemnified party would be adversely affected in any manner. For the avoidance of doubt, the indemnified party may not settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of for which indemnification or contribution may be is sought hereunder (whether or not without the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceedingindemnifying party’s prior written consent.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ a separate counsel (including plus local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 78, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such fees, disbursements and other charges will be reimbursed by the indemnifying party promptly after the indemnifying party receives a written invoice relating to fees, disbursements and other charges in reasonable detail. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability losses, claims, damages or liabilities arising out of such claim, action, suit or proceedingproceeding and such settlement does not admit or constitute an admission of fault, guilt, failure to act or culpability on the part of any such indemnified party.

Indemnification Procedures. Promptly after receipt In any claim for indemnification relating to Losses arising in connection with any action, suit or proceeding asserted by one or more Third Parties against an indemnified party under this Section 7 of (a “Third Party Claim”), the indemnified party agrees to give the indemnifying Party prompt written notice of such Third Party Claim. The indemnifying Party shall, if it so chooses and acknowledges in writing its obligation to indemnify the commencement of any action, such indemnified party willfor a Third Party Claim, if a claim in respect thereof is be entitled to be made against assume the indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn defense of such action and such failure results in the forfeiture Third Party Claim with counsel selected by the indemnifying party of substantial rights Party and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding Should the indemnifying party’s election Party so elect to appoint counsel assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to represent the indemnified party for legal expenses subsequently incurred by such indemnified party in an actionconnection with the defense thereof unless (i) the indemnifying Party has failed to defend, contest or otherwise protest in a timely manner against such Third Party Claim or (ii) a conflict of interest exists such that separate representation of the indemnified party is appropriate (and in each of case (i) and (ii) the indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the indemnified party during such period). If the indemnifying Party assumes such defense, the indemnified party may, at its sole option and expense, participate in such defense and employ Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. separate counsel, and further agrees to cooperate in the conduct of any such defense. If the indemnifying Party assumes such defense, the indemnifying Party shall have the right to employ separate counsel (including local counsel)settle such Third Party Claim, and the indemnifying party shall bear the reasonable feesin its discretion, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict full release of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and no admission of liability; provided that the indemnifying party and Party shall obtain the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified partiesparty, such consent not to be unreasonably withheld, prior to settling any Third Party Claim if as a result thereof the indemnified party would become subject to injunctive or other equitable relief or any remedy other than the payment of money by the indemnifying Party, or if the business of the indemnified party would be adversely affected in any manner. For the avoidance of doubt, the indemnified party may not settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of for which indemnification or contribution may be is sought hereunder (whether or not without the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceedingindemnifying party’s prior written consent.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of In case any action, such indemnified party will, if a claim proceeding (including any governmental investigation) shall be instituted involving any Person in respect thereof is of which indemnity may be sought pursuant to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in either paragraph (a) or (b) above. The indemnifying party , such Person (the "indemnified party") shall promptly notify the Person against whom such indemnity may be entitled to appoint counsel of sought (the "indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party ") in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees writing and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) upon request of the indemnifying party indemnified party, shall not have employed retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceedings and shall pay the fees and disbursements of such counsel relating to such proceeding. The failure of an indemnified party to notify the indemnifying party with respect to a particular proceeding shall not relieve the indemnifying party from any obligation or liability (i) which it may have pursuant to this Agreement if the indemnifying party is not substantially prejudiced by such failure to so notify it or (ii) which it may have otherwise than pursuant to this Agreement. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, or (ii) the indemnifying party fails within a reasonable time after notice to assume the defense of such proceeding or fails to employ counsel reasonably satisfactory to such indemnified party, or (iii) (A) the named parties to any such proceeding (including any impleaded parties) include both such indemnified party or an Affiliate of such indemnified party and any indemnifying party or an Affiliate of such indemnifying party, (B) there may be one or more defenses available to such indemnified party or any Affiliate of such indemnified party that are different from or additional to those available to any indemnifying party or any Affiliate of any indemnifying party and (C) such indemnified party shall have been advised by such counsel that there may exist a conflict of interest between or among such indemnified party or any Affiliate of such indemnified party and such indemnifying party or any Affiliate of such indemnifying party, in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel of its choice at the reasonable expense of the institution of such action or (iv) indemnifying party, the indemnifying party shall authorize not have the indemnified party right to employ separate assume the defense thereof and such counsel shall be at the expense of the indemnifying party, it being understood, however, that unless there exists a conflict among indemnified parties, the indemnifying parties shall not, in connection with any one such proceeding or separate but substantially similar or related proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for such indemnified parties. An The indemnifying party will notshall 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 each indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the each indemnified partiesparty, settle or compromise or consent to the entry effect any settlement of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be such indemnified party is a party, and indemnity could have been sought hereunder (whether or not the by such indemnified parties are actual or potential parties to such claim or action) party, unless such settlement, compromise or consent settlement includes an unconditional release of each such indemnified party from all liability arising out on all claims that are the subject matter of such claim, action, suit or proceedingproceeding with no payment by such indemnified party of consideration in connection with such settlement.

Indemnification Procedures. Promptly after (a) Subject to Section 7.01(c), upon receipt by an indemnified party under this any Person who may seek indemnity pursuant to Section 7 10.02 (the "INDEMNIFIED PARTY") of actual notice of the commencement a loss, claim, Damage, liability or action in respect of any actionwhich indemnity may be sought, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, shall promptly notify the indemnifying party Person against whom such indemnity may be sought (the "INDEMNIFYING PARTY") in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory the failure to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and so notify the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by only relieve the indemnifying party of its obligations hereunder to represent the indemnified party would present extent such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any failure actually prejudices such action include both the indemnified party and the indemnifying party in its defense of the loss, claim, Damage, liability or action) and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) upon request of the indemnifying party indemnified party, shall not have employed retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of and any others the institution indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such action or counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (ivi) the indemnifying party shall authorize and the indemnified party shall have mutually agreed to employ separate the retention of such counsel at or (ii) the expense 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, in such indemnified party's reasonable judgment, due to actual or potential differing interests between them, in which case such fees and expenses shall be paid by the indemnifying party. An It is understood that the indemnifying party will shall not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification the legal expenses of any indemnified party in connection with any proceeding or contribution may related proceedings in the same jurisdiction, be sought hereunder liable for the fees and expenses of more than one separate firm (whether or not the in addition to any local counsel) for all indemnified parties and that all such fees and expenses shall be reimbursed as they are actual incurred. Subject to the terms of Section 10.03(c), 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 potential parties if there be a final judgment for the plaintiff, the indemnifying party agrees to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnify the indemnified party from all and against any loss or liability arising out by reason of such claim, action, suit or proceeding.settlement or