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 of notice of the commencement of any actionaction involving a claim referred to in Section 5.1 and Section 5.2 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 Article V, 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 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 other than reasonable costs of investigation. 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 (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 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 thirty (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 its consent of the indemnified parties, settle or compromise or (not to be unreasonably withheld). No indemnifying party will consent to the entry of any judgment with respect or enter into any settlement which (i) 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 (ii) 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 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 receipt by (a) If any action or claim shall be brought against any Distributor Indemnified Party or Trust Indemnified Party (any such party, an indemnified “Indemnified Party” and collectively, the “Indemnified Parties”), in respect of which indemnity may be sought against the other party under this Section 7 of notice of the commencement of any actionhereto, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, Indemnified Party shall promptly notify the indemnifying party in writing writing, and the indemnifying party shall assume the defense thereof, including the employment of the commencement thereofcounsel and payment of all fees and expenses; 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 except to the indemnification obligation provided in paragraph (a) or extent such indemnifying party has been materially prejudiced by such failure. (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 Any Indemnified Party shall have the right to employ separate counsel (including local counsel)in any such action 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 the expense of such Indemnified Party unless (i) the use of counsel chosen by the indemnifying party has agreed in writing to represent the indemnified party would present pay such counsel with a conflict of interestfees and expenses, (ii) the actual or potential defendants inindemnifying party has failed to assume the defense and employ counsel, or targets of, (iii) the named parties to any such action include both the indemnified party (including any impleaded party) included such Indemnified Party and the indemnifying party and the indemnified party 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 to those available to the indemnifying party or which may also result in a conflict of interest (in which case if such Indemnified Party notifies the indemnifying party, (iii) 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) on behalf of such 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 indemnified party to employ separate counsel at the expense same jurisdiction arising out of the indemnifying party. An same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for all such Indemnified Parties. (c) No indemnifying party will notshall, without the prior written consent of the indemnified partiesIndemnified Party, settle effect the settlement or compromise of, or consent to the entry of any judgment with respect to to, any pending or threatened claim, action, suit action or proceeding claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are Indemnified 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 indemnified party the Indemnified Party from all liability arising out of such claimaction or claim and (ii) does not include a statement as to or an admission of fault, actionculpability or a failure to act, suit by or proceedingon behalf of any Indemnified Party. (d) The indemnifying party shall not be liable for any settlement of any such action effected without its written consent, but if such action is settled with the written consent of the indemnifying party, or if there shall be a final judgment for the plaintiff in any such action and the time for filing all appeals has expired, the indemnifying party agrees to indemnify and hold harmless any Indemnified Party from and against any loss or liability by reason of such settlement or judgment. (e) The obligations of the indemnifying party under this Section 8 shall be in addition to any liability that the indemnifying party may otherwise have.

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. 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 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 VIII 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 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 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 (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 notshall reimburse or pay such fees and expenses as they are incurred. Whether or not the indemnifying party chooses to defend or prosecute any claim involving a third party, all the parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith. (b) The indemnifying party shall not be liable under this Article 5 for any settlement effected without the prior written its 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 litigation or proceeding proceedings by a third party in respect of which indemnification or contribution indemnity may be sought hereunder (whether or not hereunder, unless the indemnifying party refuses to acknowledge liability for indemnification under this Section 5.2 and/or declines to defend 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 in such claim, action, suit litigation 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 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 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 claimsettlement or judgment. The amount of any indemnification due a Company by the Adviser or the Distributor that is not satisfied by the Adviser or Distributor, actionrespectively, suit shall be satisfied by making adjustments to one or proceedingmore of the reinsurance treaties that exist between thatCompany and M Life Insurance Company. The manner in which such adjustments are made shall be reasonably agreed to by that 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 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 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 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 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 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 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. Any references herein to an “Indemnified Person” shall mean an Investor Indemnified Person or a Company Indemnified Person, as applicable. 1. Promptly after receipt by an indemnified party Indemnified Person under this Section 7 Sections 7(a) or 7(b) of notice of the commencement of any actionaction or proceeding (including any governmental action or proceeding) involving a Claim, such indemnified party willIndemnified Person shall, if a claim Claim in respect thereof is to be made against the any indemnifying party under this Section 7, notify deliver to the indemnifying party in writing a written notice 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 have the fees right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and expenses of any separate counsel retained by the indemnified party or parties except as set forth below)Indemnified Person; 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 Indemnified Person shall have the right to employ separate retain its own counsel (including local counsel)with the fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person and any other party represented by such counsel in such proceeding. The Indemnified Person shall bear cooperate fully with the reasonable fees, costs and expenses indemnifying party in connection with any negotiation or defense of any such separate counsel if (i) the use of counsel chosen action or claim by the indemnifying party and shall furnish 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 all information 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 Indemnified Person which relates to such action or claim. The indemnifying partyparty shall keep the Indemnified Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, (iii) claim or proceeding effectuated without its written consent, provided, however, that the indemnifying party shall not have employed counsel reasonably satisfactory unreasonably withhold, delay, or condition its consent. No indemnifying party shall, without the consent of the Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Person of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Person with respect to all third parties, firms or corporations relating to the indemnified party matter for which indemnification has been made. The failure to represent deliver written notice to the indemnified indemnifying party within a reasonable time after notice of the institution commencement of any such action or (iv) shall not relieve such indemnifying party of any liability to the Indemnified Person under this Section 7, except to the extent that the indemnifying party is prejudiced in its ability to defend such action. 2. The indemnification required by this Section 7 shall authorize the indemnified party to employ separate counsel at the expense be made by periodic payments of the indemnifying partyamount thereof during the course of the investigation or defense, as and when bills are received, or Indemnified Damages are incurred. 3. An The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Person against the indemnifying party will notor others, without and (ii) any liabilities the prior written consent of the indemnified parties, settle or compromise or consent indemnifying party may be subject to pursuant 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 proceedinglaw.

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 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 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 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 The indemnified party hereunder agrees that within a reasonable period of time after it becomes aware of facts giving rise to a claim for indemnification under this Article VIII, it will provide notice thereof in writing to the indemnifying party, specifying the nature of and specific basis for such claim. (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 have the right to appoint counsel control all aspects of the indemnifying party’s choice at the indemnifying party’s expense to represent defense of (and any counterclaims with respect to) any claims brought against the indemnified party in that are covered by the indemnification under this Article VIII, including the selection of counsel, determination of whether to appeal any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses decision of any separate counsel retained by court and the indemnified party settling of any such claim or parties except as set forth below)any matter or any issues relating thereto; provided, however, that no such counsel settlement for only the payment of money shall be reasonably satisfactory to entered into without the consent of the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent , which consent shall not be unreasonably withheld, conditioned or delayed, unless it includes a full release of the indemnified party in an actionfrom such claim; provided further, the indemnified party that no such settlement containing any form of injunctive or similar relief 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, entered into without the prior written consent of the indemnified partiesparty, settle which consent shall not be unreasonably delayed or compromise or consent withheld. (c) The indemnified party agrees to cooperate in good faith and in a commercially reasonably manner with the entry indemnifying party, with respect to all aspects of the defense of and pursuit of any judgment counterclaims with respect to any pending claims covered by the indemnification under this Article VIII, including the prompt furnishing to the indemnifying party of any correspondence or threatened claimother notice relating thereto that the indemnified party may receive, actionpermitting the name of the indemnified party to be utilized in connection with such defense and counterclaims, suit the making available to the indemnifying party of any files, records or proceeding other information of the indemnified party that the indemnifying party considers relevant to such defense and counterclaims, the making available to the indemnifying party of any employees of the indemnified person and the granting to the indemnifying party of reasonable access rights to the properties and facilities of the indemnified party; provided, however, that in connection therewith the indemnifying party agrees to use reasonable efforts to minimize the impact thereof on the operations of the indemnified party and further agrees to maintain the confidentiality of all files, records, and other information furnished by the indemnified party pursuant to this Section 8.4. The obligation of the indemnified party to cooperate with the indemnifying party as set forth in the immediately preceding sentence shall not be construed as imposing upon the indemnified party an obligation to hire and pay for counsel in connection with the defense of and pursuit of any counterclaims with respect to any claims covered by the indemnification set forth in this Article VIII, provided, however, that the indemnified party may, at its own option, cost and expense, hire and pay for counsel in connection with any such defense and counterclaims. The indemnifying party agrees to keep any such counsel hired by the indemnified party informed as to the status of any such defense or counterclaim, but the indemnifying party shall have the right to retain sole control over such defense and counterclaims so long as the indemnified party is still seeking indemnification hereunder. (d) In determining the amount of any Damages for which the indemnified party is entitled to indemnification under this Agreement, the gross amount of the indemnification will be reduced by (i) any insurance proceeds realized by the indemnified person in respect of which indemnification or contribution may such Damages from third party insurers, and such correlative insurance benefit shall be sought hereunder (whether or not net of any expenses related to the receipt of such proceeds, including any premium adjustments that become due and payable by 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 as a result of such claim, action, suit or proceedingand (ii) all amounts recovered by the indemnified party in respect of such Damages under contractual indemnities from third persons.

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 that is entitled to reimbursement pursuant to this Article VIII 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 In case any said action, such indemnified party willsuit, if proceeding, or claim for which indemnity may be payable hereunder shall be brought against a claim in respect thereof is to be made against SIDCO Indemnified Party or an Adviser Indemnified Party, as applicable (an “Indemnified Party”), and said Indemnified Party shall notify the applicable 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 said indemnifying party shall be entitled to appoint participate in, and, to the extent that said indemnifying party shall wish to assume the defense thereof, retain said party’s own counsel reasonably satisfactory to said Indemnified Party, subject to the further provisions of the this paragraph. After written notice from said indemnifying party to said Indemnified Party of said indemnifying party’s choice election to so assume the defense thereof, said indemnifying party shall not be liable to the applicable Indemnified Parties for any additional attorneys’ fees or other expenses of litigation, other than reasonable costs of investigation subsequently incurred by said Indemnified Parties in connection with the defense thereof, unless: (i) the employment of counsel by said Indemnified Parties has been authorized in writing by said indemnifying party, said authorization not to be unreasonably withheld or delayed; (ii) said Indemnified Parties shall have obtained a written opinion of counsel reasonably acceptable to said indemnifying party that there exists a conflict of interest between said Indemnified Parties and the relevant party in the conduct of the defense of said action or that there are one or more defenses available to said Indemnified Parties that are unavailable to said indemnifying party (in which case said indemnifying party shall not have the right to direct the defense of said action on behalf of said Indemnified Parties); or (iii) said indemnifying party shall not in fact have employed counsel reasonably satisfactory to said Indemnified Parties to assume the defense of said action, in each of which cases the reasonable fees and expenses of counsel utilized by said Indemnified Parties shall be at the expense of said indemnifying party’s expense , it being understood, however, that said indemnifying party, in connection with any one said action or separate but substantially-similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys for an Indemnified Party, which firm shall be designated in writing by the Indemnified Party. Notwithstanding the foregoing, under the circumstances described in clause (ii) above, the applicable Indemnified Parties shall be entitled to represent the indemnified party retain an additional law firm, in any one said action for which indemnification is sought (or separate but substantially-similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances; provided, that said Indemnified Parties have obtained a written opinion of counsel reasonably acceptable to the indemnifying party that a conflict of interest exists that would preclude the use of a single law firm, in which case the indemnifying party shall not thereafter be responsible liable for the reasonable fees and expenses of any separate counsel retained designated by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified partyIndemnified Parties in writing. 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 All said fees 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 an indemnifying party hereunder shall be promptly paid by said 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; 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 actionaction involving a claim referred to in Section 3.4(a) and Section 3.4(b), 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 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 in this Section 3.4, except to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The extent that the indemnifying party shall is actually prejudiced by the failure to give notice. 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 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 (i) 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 (ii) 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 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 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 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 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 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 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 holder of Warrant Shares or a person who controls a Warrantholder or a holder of Warrant 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 Warrant Shares or such controlling person and the indemnifying party and the indemnified party a Warrantholder or a holder of Warrant 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 Warrant 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 Warrant 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 Warrant 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 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 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 liability under this Article IX, except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding extent that the indemnifying party’s election omission results in a failure of actual notice 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 counsel at the expense retention of such counsel, or (b) the 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 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 claimsettlement or judgment. The amount of any indemnification due the Company by the Adviser or the Distributor that is not satisfied by the Adviser or Distributor, actionrespectively, suit shall be satisfied by making adjustments to one or proceedingmore of the reinsurance treaties that exist between Life Insurance Company and M Life Insurance Company. The manner in which such adjustments are made shall be reasonably agreed to by 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 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 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 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 (a) Each indemnified party agrees that promptly after it becomes aware of facts giving rise to a claim by it for indemnification pursuant to this Article VIII by any third party with respect to any matter as to which it claims to be entitled to indemnity under the provisions of this Section 7 of notice of the commencement of any actionAgreement, such indemnified party willmust assert its claim for indemnification under this Article VIII (each, if an “Indemnity Claim”) by providing a claim in respect thereof is written notice (a “Claim Notice”) to be made against the indemnifying party allegedly required to provide indemnification protection under this Section 7Article VIII specifying, notify in reasonable detail, the indemnifying nature and basis for such Indemnity Claim (e.g., the underlying representation, warranty, covenant or agreement alleged to have been breached). Such notice shall include a demand for indemnification under this Agreement. Notwithstanding the foregoing, an indemnified party’s failure to send or delay in sending a third party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) Claim Notice 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 hereunder with respect to any such Indemnity Claim except to the extent the indemnifying party is prejudiced by such failure or delay and except as is otherwise provided herein. Except as specifically provided herein, each indemnified party other than party’s rights and remedies set forth in this Agreement will survive the indemnification obligation provided in paragraph (a) or Closing. (b) above. The In the event of the assertion of any third-party Indemnity Claim for which, by the terms hereof, an indemnified party seeks indemnification from an indemnifying party, the indemnifying party shall be entitled to appoint counsel of will have the right, at such indemnifying party’s choice at expense, to assume the indemnifying party’s expense to represent defense of same, including the appointment and selection of counsel on behalf 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 so long as set forth below); provided, however, that such counsel shall be is reasonably satisfactory acceptable to the indemnified party. Notwithstanding If the indemnifying party’s election party elects to appoint counsel to represent assume the defense of any such third-party Indemnity Claim, it shall within 20 Business Days of its receipt of the Claim Notice notify the indemnified party in an actionwriting of its intent to do so. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. The indemnifying party will have the right to settle or compromise or take any corrective or remediation action with respect to any such Indemnity Claim by all appropriate proceedings, which proceedings will be prosecuted by the indemnifying party to a final conclusion or settled at the discretion of the indemnifying party. The indemnified party will be entitled, at its own cost, to participate with the indemnifying party in the defense of any such Indemnity Claim. If the indemnifying party assumes the defense of any such third-party Indemnity Claim but fails to reasonably prosecute such Indemnity Claim, or if the indemnifying party does not assume the defense of any such Indemnity Claim, the indemnified party shall have may assume control of such defense and in the right event it is determined pursuant to employ separate counsel the procedures set forth in this Article VIII that the Indemnity Claim was a matter for which the indemnifying party is required to provide indemnification under the terms of this Article VIII, the indemnifying party will bear the reasonable costs and expenses of such defense (including local counselreasonable attorneys’ fees and expenses). (c) If requested by the indemnifying party, the indemnified party agrees to cooperate with the indemnifying party and its counsel in contesting any third-party Indemnity Claim that the indemnifying party elects to contest or, if appropriate, in making any counterclaim against the person asserting the third-party Indemnity Claim, or any cross-complaint against any person, and the indemnifying party shall bear will reimburse the indemnified party for reasonable feesexpenses incurred by it in so cooperating. At no cost or expense to the indemnified party, 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 shall reasonably cooperate with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and its counsel in contesting any third-party Indemnity Claim. (d) Notwithstanding anything to the contrary in this Agreement, the indemnifying party and the indemnified party shall have reasonably concluded will not be permitted to settle, compromise, take any corrective or remedial action or enter into an agreed judgment or consent decree, in each case, 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 subjects the indemnified party to represent any injunctive or other non-monetary relief or any criminal liability, requires an admission of guilt or wrongdoing on the part of the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize imposes any continuing obligation on or requires any payment from the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the indemnified party’s 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 proceedingconsent.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 Article ‎7 of notice of the threat or commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the an indemnifying party under this Section 7Article ‎7, promptly notify the indemnifying party in writing of the commencement thereof; , but the failure so omission 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 that it may have to any indemnified party other than for contribution or otherwise under the indemnification obligation provided indemnity agreement contained in paragraph (a) or (b) above. The this Article ‎7 to the extent such indemnifying party is not prejudiced as a result of such failure to promptly notify. Such notice shall describe in reasonable detail such claim. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to appoint counsel participate in, and, to the extent that it may elect by written notice delivered to such indemnified party within thirty days of the such indemnifying party’s choice at 's receipt of notice of such action from such indemnified party, jointly with all other indemnifying parties similarly notified, to assume the indemnifying defense thereof with counsel reasonably satisfactory to such indemnified 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 (a) if the indemnifying party has failed promptly to assume the defense of such proceeding and to employ counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the such indemnified party in an action, any such proceeding or (b) 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 party, and the indemnified party shall have reasonably concluded concluded, based on the advice of counsel, that there may be a conflict of interest between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or 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, in any such case, the indemnified party or parties shall have the right to select separate counsel to assume or assert, as the case may be, such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Article ‎7 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (iiii) the indemnified party shall have employed such counsel in connection with the assumption or assertion, as the case may be, of legal defenses in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel in any jurisdiction (and as required, local counsels), reasonably satisfactory to such indemnifying party, representing the indemnified party), (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the such indemnified party within a reasonable time after notice of the institution commencement of such action or (iviii) the indemnifying party shall authorize have authorized in writing the employment of counsel for such indemnified party to employ separate person, in each of which cases the reasonable fees and expenses of counsel shall be at the expense of the indemnifying party. An The indemnifying party will notshall not be liable for any settlement of any action without its written consent. In no event shall any indemnifying party be liable in respect of any amounts paid in settlement of any action unless the indemnifying party shall have approved in writing the terms 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 any indemnified party is or could have been a party and indemnification or contribution may be could have been sought hereunder (whether or not by such indemnified party from all liability on claims that are the indemnified parties are actual or potential parties to subject matter of such claim or action) proceeding unless such settlement, settlement or compromise or consent includes an unconditional release of each such indemnified party from all liability arising out of such claim, action, suit litigation or proceeding.

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 an 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 the failure to notify 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 (A) the indemnifying party shall authorize and the indemnified party shall have mutually agreed to the retention of such counsel or (B) the indemnifying party fails promptly to assume the defense of such proceeding or fails to employ counsel reasonably satisfactory to such indemnified party or parties or (C) (I) the named parties to any such proceeding (including any impleaded parties) include both such indemnified party or parties and any indemnifying party or an Affiliate of such indemnified party or parties or of any indemnifying party, (II) there may be one or more defenses available to such indemnified party or parties or such Affiliate of such indemnified party or parties that are different from or additional to those available to any indemnifying party or such Affiliate of any indemnifying party and (III) such indemnified party or parties shall have been advised by such counsel that there may exist a conflict of interest between or among such indemnified party or parties or such Affiliate of such indemnified party or parties and any indemnifying party or such Affiliate of any indemnifying party, in which case, if such indemnified party or parties notifies the indemnifying party or parties in writing that it elects to employ separate counsel of its choice at the expense of the indemnifying partyparties, the indemnifying parties shall not have the right to assume the defense thereof and such counsel shall be at the expense of the indemnifying parties, it being understood, however, that 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 party or 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 the indemnified party or parties 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 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 claims that are the subject matter of such claim, action, suit or proceeding.

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 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 V, such the indemnified party will, if a resulting claim in respect thereof is to be made or may be made against the any 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 in this Article V, except to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The extent that the indemnifying party shall is actually and materially prejudiced by the failure to give notice. 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 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 (i) shall be at such indemnified party’s expense unless 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 its consent of the indemnified parties, settle or compromise or (but such consent will not be unreasonably withheld). No indemnifying party will consent to the entry of any judgment with respect or enter into any settlement which (i) 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 (ii) 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 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") promptly shall 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 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), writing 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 the institution of such action or (iv) and any others the indemnifying party may designate in such proceedings and shall authorize pay the indemnified party reasonable fees and disbursements of such counsel relating to employ separate such proceeding; provided, however, that (i) in the case of any proceeding in respect of which indemnity may be sought pursuant to both paragraphs (a) and (b) above, a Holder shall not be required to assume the defense thereof and the fees and expenses of such counsel shall be at the expense of the Company and (ii) the Company shall not be obligated to pay the fees and expenses of more than one individual counsel (together with any appropriate or necessary local counsel, if any) for all indemnified parties, including the Company. 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 promptly to assume the defense of such proceeding or fails to employ counsel reasonably satisfactory to such indemnified party or parties, or (iii) (A) the named parties to any such proceeding (including any impleaded parties) include both such indemnified party or parties and any indemnifying party or an Affiliate of such indemnified party or parties or of any indemnifying party. An , (B) there may be one or more legal defenses available to such indemnified party or parties or such Affiliate of such indemnified party or parties 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 or parties shall have been advised by such counsel that there may exist a legal conflict of interest between or among such indemnified party or parties or such Affiliate of such indemnified party or parties and any indemnifying party or such Affiliate of any indemnifying party, in which case, if such indemnified party or parties notifies the indemnifying party or parties in writing that it elects to employ separate counsel of its choice at the reasonable expense of the indemnifying parties, the indemnifying parties shall not have the right to assume the defense thereof and such counsel shall be at the reasonable expense of the indemnifying parties, 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 at any time for such indemnified party or parties. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent (which will notnot 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 the indemnified party or parties from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent (which will not be unreasonably withheld) 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 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 claims that are the subject matter of such claim, action, suit or proceeding.

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 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 (a) A claim for indemnification for any matter not involving a third party claim may be asserted by an notice to the party from whom indemnification is sought; provided, however, that failure to so notify the indemnifying shall not preclude the indemnified party from any indemnification which it may claim in accordance with this Article VII. (b) In the event that any Legal Proceedings shall be instituted or that any claim or demand shall be asserted by any third party in respect of which indemnification may be sought under this Section 7 of 7.2 (a “Third Party Claim”), the indemnified party shall promptly cause written notice of the commencement assertion of any action, such Third Party Claim of which it has knowledge which is covered by this indemnity to be forwarded to the indemnifying party. The failure of the indemnified party willto give reasonably prompt notice of any Third Party Claim shall not release, 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) waive 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 affect the indemnifying party’s choice at obligations with respect thereto except to the extent that the indemnifying party’s expense party can demonstrate actual loss and prejudice as a result of such failure. Subject to represent the indemnified party in any action for which indemnification is sought (in which case provisions of this Section 7.3, the indemnifying party shall not thereafter have the right, at its sole expense, to be responsible for represented by counsel of its choice, which must be reasonably satisfactory to the fees indemnified party, and expenses of to defend against, negotiate, settle or otherwise deal with any separate counsel retained by Third Party Claim which relates to any Losses indemnified against hereunder; provided that the indemnifying party shall have acknowledged in writing to the indemnified party its unqualified obligation to indemnify the indemnified party as provided hereunder. If the indemnifying party elects to defend against, negotiate, settle or parties except otherwise deal with any Third Party Claim which relates to any Losses indemnified by it hereunder, it shall within five days of the indemnified party’s written notice of the assertion of such Third Party Claim (or sooner, if the nature of the Third Party Claim so requires) notify the indemnified party of its intent to do so; provided, that the indemnifying party must conduct the defense of the Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard. If the indemnifying party elects not to defend against, negotiate, settle or otherwise deal with any Third Party Claim which relates to any Losses indemnified against hereunder, fails to notify the indemnified party of its election as set forth below)herein provided or contests its obligation to indemnify the indemnified party for such Losses under this Agreement, the indemnified party may defend against, negotiate, settle or otherwise deal with such Third Party Claim. If the indemnified party defends any Third Party Claim, then the indemnifying party shall reimburse the indemnified party for the expenses of defending such Third Party Claim upon submission of periodic bills. If the indemnifying party shall assume the defense of any Third Party Claim, the indemnified party may participate, at his or its own expense, in the defense of such Third Party 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 shall have the right be entitled 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, participate 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 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 defense with separate counsel at the expense of the indemnifying party. An party if (i) so requested by the indemnifying party will notto participate or (ii) in the reasonable opinion of counsel to the indemnified party, a conflict or potential conflict exists between the indemnified party and the indemnifying party that would make such separate representation advisable; and provided, further, that the indemnifying party shall not be required to pay for more than one such counsel for all indemnified parties in connection with any Third Party Claim. The parties hereto agree to provide reasonable access to the other to such documents and information as may be reasonably requested in connection with the defense, negotiation or settlement of any such Third Party Claim. Notwithstanding anything in this Section 7.3 to the contrary, neither the indemnifying party nor the indemnified party shall, without the prior written consent of the indemnified partiesother party, settle or compromise any Third Party Claim or permit a default or consent to the entry of any judgment unless the claimant or claimants and such party provide to such other party an unqualified release from all liability in respect of the Third Party Claim. If the indemnifying party makes any payment on any Third Party Claim, the indemnifying party shall be subrogated, to the extent of such payment, to all rights and remedies of the indemnified party to any insurance benefits or other claims of the indemnified party with respect to such Third Party Claim. (c) After any pending final decision, judgment or threatened claimaward shall have been rendered by a Governmental Body of competent jurisdiction and the expiration of the time in which to appeal therefrom, actionor a settlement shall have been consummated, 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 party and the indemnifying party shall have arrived at a mutually binding agreement, in each case with respect to an Third Party Claim hereunder, the indemnified party shall forward to the indemnifying party notice of any sums due and owing by the indemnifying party pursuant to this Agreement with respect to such claim or action) unless matter and the indemnifying party shall, subject to the limitations set forth in Section 7.4, pay all of such settlement, compromise or consent includes an unconditional release of each remaining sums so due and owing to the indemnified party from all liability arising out in accordance with Section 7.5 (in the case of Purchaser Indemnified Parties), or by wire transfer of immediately available funds within five Business Days after the date of such claim, action, suit or proceedingnotice (in the case of Selling Member Indemnified Parties).

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 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 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 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 of notice of the commencement of any actionaction involving a claim referred to in Section 3.4(a) and Section 3.4(b), 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 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 in this Section 3.4, except to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The extent that the indemnifying party shall is actually prejudiced by the failure to give notice. 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 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 (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 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 its consent of the indemnified parties, settle or compromise or (but such consent not to be unreasonably withheld). No indemnifying party will consent to the entry of any judgment with respect or enter into any settlement which (i) 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 (ii) 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 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 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 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 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, (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 (a) Each indemnified party agrees that promptly after it becomes aware of facts giving rise to a claim by it for indemnification pursuant to this Article VIII by any third party with respect to any matter as to which it claims to be entitled to indemnity under the provisions of this Section 7 of notice of the commencement of any actionAgreement, such indemnified party willmust assert its claim for indemnification under this Article VIII (each, if an “Indemnity Claim”) by providing a claim in respect thereof is written notice (a “Claim Notice”) to be made against the indemnifying party allegedly required to provide indemnification protection under this Section 7Article VIII specifying, notify in reasonable detail, the indemnifying nature and basis for such Indemnity Claim (e.g., the underlying representation, warranty, covenant or agreement alleged to have been breached). Such notice shall include a demand for indemnification under this Agreement. Notwithstanding the foregoing, an indemnified party’s failure to send or delay in sending a third party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) Claim Notice 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 hereunder with respect to any such Indemnity Claim except to the extent the indemnifying party is prejudiced by such failure or delay and except as is otherwise provided herein. Except as specifically provided herein, each indemnified party other than party’s rights and remedies set forth in this Agreement will survive the indemnification obligation provided in paragraph (a) or Closing. (b) above. The In the event of the assertion of any third-party Indemnity Claim for which, by the terms hereof, an indemnified party seeks indemnification from an indemnifying party, the indemnifying party shall be entitled to appoint counsel of will have the right, at such indemnifying party’s choice at expense, to assume the indemnifying party’s expense to represent defense of same, including the appointment and selection of counsel on behalf 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 so long as set forth below); provided, however, that such counsel shall be is reasonably satisfactory acceptable to the indemnified party. Notwithstanding If the indemnifying party’s election party elects to appoint counsel to represent assume the defense of any such third-party Indemnity Claim, it shall within 20 business days of its receipt of the Claim Notice notify the indemnified party in an actionwriting of its intent to do so. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. The indemnifying party will have the right to settle or compromise or take any corrective or remediation action with respect to any such Indemnity Claim by all appropriate proceedings, which proceedings will be prosecuted by the indemnifying party to a final conclusion or settled at the discretion of the indemnifying party. The indemnified party will be entitled, at its own cost, to participate with the indemnifying party in the defense of any such Indemnity Claim. If the indemnifying party assumes the defense of any such third-party Indemnity Claim but fails to reasonably prosecute such Indemnity Claim, or if the indemnifying party does not assume the defense of any such Indemnity Claim, the indemnified party shall have may assume control of such defense and in the right event it is determined pursuant to employ separate counsel the procedures set forth in this Article VIII that the Indemnity Claim was a matter for which the indemnifying party is required to provide indemnification under the terms of this Article VIII, the indemnifying party will bear the reasonable costs and expenses of such defense (including local counselreasonable attorneys’ fees and expenses). (c) If requested by the indemnifying party, the indemnified party agrees to cooperate with the indemnifying party and its counsel in contesting any third-party Indemnity Claim that the indemnifying party elects to contest or, if appropriate, in making any counterclaim against the person asserting the third-party Indemnity Claim, or any cross-complaint against any person, and the indemnifying party shall bear will reimburse the indemnified party for reasonable feesexpenses incurred by it in so cooperating. At no cost or expense to the indemnified party, 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 shall reasonably cooperate with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and its counsel in contesting any third-party Indemnity Claim. (d) Notwithstanding anything to the contrary in this Agreement, the indemnifying party and the indemnified party shall have reasonably concluded will not be permitted to settle, compromise, take any corrective or remedial action or enter into an agreed judgment or consent decree, in each case, 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 subjects the indemnified party to represent any injunctive or other non-monetary relief or any criminal liability, requires an admission of guilt or wrongdoing on the part of the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize imposes any continuing obligation on or requires any payment from the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the indemnified party’s 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 proceedingconsent.

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 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 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 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 Any party 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 notify promptly the indemnifying party in writing of the commencement thereof; of any action or proceeding with respect to which a claim for indemnification may be made hereunder, but the failure so of any indemnified party to provide such notice shall not relieve the indemnifying party of its obligations hereunder, except to the extent the indemnifying party is materially prejudiced thereby. In case any action or proceeding is brought against an indemnified party and it shall notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to of the extent it did not otherwise learn of such action and such failure results in commencement thereof, 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 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 (in which case other indemnifying party similarly notified), to the extent that it chooses and after notice from the indemnifying party to such indemnified party that it so chooses, 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 (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within thirty (30) 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 (ii) 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 (iii) 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 counsel assume or continue its own defense as set forth above (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use but with no more than one firm of counsel chosen by for all indemnified parties in each jurisdiction, except to the indemnifying party to represent the extent any 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 parties reasonably shall have reasonably concluded concluded, based on the opinion of counsel, that there may be legal defenses available to it and/or such party or parties which are not available to the other indemnified parties which are different from or additional to those available to the indemnifying party, (iiiextent representation of all indemnified parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct) and 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 be liable for any expenses therefor. 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 or (to the knowledge of the indemnifying party) threatened claim, action, suit action 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 (A) includes an unconditional release of each the indemnified party from all liability arising out of such claimaction or claim and (B) does not include a statement as to or an admission of fault, actionculpability or a failure to act, suit by or proceedingon behalf of any indemnified party.

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 Each Party indemnified under Section 2.9(a) or Section 2.10(a) above shall, promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, a claim or action against such indemnified party will, if a claim in respect thereof is to of which indemnity may be made against the indemnifying party under this Section 7sought hereunder, notify the indemnifying party in writing of the commencement thereofclaim or action; but provided that the failure so to notify the indemnifying party (i) will shall not relieve it from any liability under paragraph (athat it may have to an indemnified party on account of the indemnity contained in Section 2.9(a) or (bSection 2.10(a) above unless and except to the extent it did not otherwise learn of such action and such failure results in the forfeiture by that the indemnifying party of substantial rights was actually prejudiced by such failure, and defenses and (ii) will not, in any event, no event shall such failure relieve the indemnifying party from any obligations other liability that it may have to such indemnified party. If any such claim or action shall be brought against an indemnified party, and it shall have notified the indemnifying party thereof, unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified party other than and indemnifying party may exist in respect of such claim, the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of participate therein, and, to the extent that it wishes, jointly with any other similarly notified indemnifying party’s choice at , to assume 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 defense thereof 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 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 After notice from the indemnifying party to represent the indemnified party would present of its election to assume the defense of such counsel with a conflict of interestclaim or action, (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 be liable to the indemnified party to represent under Section 2.9(a) or Section 2.10(a) for any legal or other expenses subsequently incurred by the indemnified party within a in connection with the defense thereof other than reasonable time after notice costs of the institution of such action or (iv) the investigation. Any indemnifying party against whom indemnity may be sought under Section 2.9(a) or Section 2.10(a) shall authorize the not be liable to indemnify an indemnified party to employ separate counsel at if such indemnified party settles such claim or action without the expense consent of the indemnifying party. An The indemnifying party will notmay not agree to any settlement of any such claim or action, other than solely for monetary damages for which the indemnifying party shall be responsible hereunder, the result of which any remedy or relief shall be applied to or against the indemnified party, without the prior written consent of the indemnified partiesparty, settle which consent shall not be unreasonably withheld or compromise or consent delayed. In any action hereunder as to which the indemnifying party has assumed the defense thereof with counsel reasonably satisfactory to the entry of any judgment with respect to any pending or threatened claimindemnified party, 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 party shall continue to such claim or action) unless such settlementbe entitled to participate in the defense thereof, compromise or consent includes an unconditional release with counsel of each its own choice, but the indemnifying party shall not be obligated hereunder to reimburse the indemnified party from all liability arising out of such claim, action, suit or proceedingfor the costs thereof.

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 (a) Each indemnified party agrees that promptly after it becomes aware of facts giving rise to a claim by it for indemnification pursuant to this Article VIII with respect to any matter as to which it claims to be entitled to indemnity under the provisions of this Section 7 of notice of the commencement of any actionAgreement, such indemnified party willmust assert its claim for indemnification under this Article VIII (each, if an “Indemnity Claim”) by providing a claim in respect thereof is written notice (a “Claim Notice”) to be made against the indemnifying party allegedly required to provide indemnification protection under this Section 7Article VIII specifying, notify in reasonable detail, the indemnifying nature and basis for such Indemnity Claim (e.g., the underlying representation, warranty, covenant or agreement alleged to have been breached). Such notice shall include a demand for indemnification under this Agreement. Notwithstanding the foregoing, an indemnified party’s failure to send or delay in sending a third party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) Claim Notice 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 hereunder with respect to any such Indemnity Claim except to the extent the indemnifying party is prejudiced by such failure or delay and except as is otherwise provided herein. Except as specifically provided herein, each indemnified party other than party’s rights and remedies set forth in this Agreement will survive the indemnification obligation provided in paragraph (a) or Closing. (b) above. The In the event of the assertion of any third-party Indemnity Claim for which, by the terms hereof, an indemnified party seeks indemnification from an indemnifying party, the indemnifying party shall be entitled to appoint counsel of will have the right, at such indemnifying party’s choice at expense, to assume the indemnifying party’s expense to represent defense of same, including the appointment and selection of counsel on behalf 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 so long as set forth below); provided, however, that such counsel shall be is reasonably satisfactory acceptable to the indemnified party. Notwithstanding If the indemnifying party’s election party elects to appoint counsel to represent assume the defense of any such third-party Indemnification Claim, it shall within 20 business days of its receipt of the Claim Notice notify the indemnified party in an actionwriting of its intent to do so. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. The indemnifying party will have the right to settle or compromise or take any corrective or remediation action with respect to any such Indemnification Claim by all appropriate proceedings, which proceedings will be prosecuted by the indemnifying party to a final conclusion or settled at the discretion of the indemnifying party. The indemnified party will be entitled, at its own cost, to participate with the indemnifying party in the defense of any such Indemnity Claim. If the indemnifying party assumes the defense of any such third-party Indemnity Claim but fails to reasonably prosecute such Indemnity Claim, or if the indemnifying party does not assume the defense of any such Indemnity Claim, the indemnified party shall have may assume control of such defense and in the right event it is determined pursuant to employ separate counsel the procedures set forth in this Article VIII that the Indemnity Claim was a matter for which the indemnifying party is required to provide indemnification under the terms of this Article VIII, the indemnifying party will bear the reasonable costs and expenses of such defense (including local counselreasonable attorneys’ fees and expenses). (c) If requested by the indemnifying party, the indemnified party agrees to cooperate with the indemnifying party and its counsel in contesting any third-party Indemnity Claim that the indemnifying party elects to contest or, if appropriate, in making any counterclaim against the person asserting the third-party Indemnity Claim, or any cross-complaint against any person, and the indemnifying party shall bear will reimburse the indemnified party for reasonable feesexpenses incurred by it in so cooperating. At no cost or expense to the indemnified party, 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 shall reasonably cooperate with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and its counsel in contesting any third-party Indemnity Claim. (d) Notwithstanding anything to the contrary in this Agreement, the indemnifying party and the indemnified party shall have reasonably concluded will not be permitted to settle, compromise, take any corrective or remedial action or enter into an agreed judgment or consent decree, in each case, 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 subjects the indemnified party to represent any injunctive or other non-monetary relief or any criminal liability, requires an admission of guilt or wrongdoing on the part of the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize imposes any continuing obligation on or requires any payment from the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the indemnified party’s 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 proceedingconsent.

Indemnification Procedures. Promptly after After receipt by an a party entitled to indemnification ("indemnified party party") under this Section 7 SECTION 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 7SECTION 11 ("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 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 (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 notshall reimburse or pay such fees and expenses as they are incurred. Whether or not the indemnifying party chooses to defend or prosecute any claim involving a third party, all the parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith. (b) The indemnifying party shall not be liable under this Article 6 for any settlement effected without the prior written its 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 litigation or proceeding proceedings by a third party in respect of which indemnification or contribution indemnity may be sought hereunder (whether or not hereunder, unless the indemnifying party refuses to acknowledge liability for indemnification under this Section 6.2 and/or declines to defend 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 in such claim, action, suit litigation or proceeding.

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 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), writing 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 proceedings and shall pay the fees and disbursements of such action or counsel relating 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 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 parties, or (iii) (A) the named parties to any such proceeding (including any impleaded parties) include both such indemnified party or parties and any indemnifying party or an Affiliate of such indemnified party or parties or of any indemnifying party, (B) there may be one or more defenses available to such indemnified party or parties or such Affiliate of such indemnified party or parties 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 or parties shall have been advised by such counsel that there may exist a conflict of interest between or among such indemnified party or parties or such Affiliate of such indemnified party or parties and any indemnifying party or such Affiliate of any indemnifying party, in which case, if such indemnified party or parties notifies the indemnifying party or parties in writing that it elects to employ separate counsel of its choice at the expense of the indemnifying partyparties, the indemnifying parties shall not have the right to assume the defense thereof and such counsel shall be at the expense of the indemnifying parties, it being understood, however, that 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 party or 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 the indemnified party or parties 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 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 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 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 of notice of the commencement of any actionaction involving a claim referred to in Section 3(d)(i) and Section 3(d)(ii), 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 in this Section 3(d), except to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The extent that the indemnifying party shall is actually prejudiced by the failure to give notice. 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 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, (B) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to represent the indemnified party would present such counsel with a conflict within 30 days after notice of interest, (ii) the actual or potential defendants in, or targets of, any such action or proceeding, or (C) 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 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 its consent. No indemnifying party will consent to entry of any judgment or enter into any settlement without the prior written consent of the indemnified partiesparty which (x) does not include as an unconditional term the giving by the claimant or plaintiff, settle or compromise or consent to the entry indemnified party, of any judgment with respect to any pending or threatened claim, action, suit or proceeding 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 (y) 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 (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 notshall reimburse or pay such fees and expenses as they are incurred. Whether or not the indemnifying party chooses to defend or prosecute any claim involving a third party, all the parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith. (b) The indemnifying party shall not be liable under this Article 5 for any settlement effected without the prior written its 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 litigation or proceeding proceedings by a third party in respect of which indemnification or contribution indemnity may be sought hereunder (whether or not hereunder, unless the indemnifying party refuses to acknowledge liability for indemnification under this Section 5.2 and/or declines to defend 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 in such claim, action, suit litigation or proceeding.

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 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 Any person seeking indemnity pursuant to Section 7 of notice of 9.1 or Section 9.2 (the commencement of any action, such indemnified party will, if a claim in respect thereof is "Indemnified Party") shall use its reasonable efforts to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing promptly upon becoming aware of any claim, suit, proceeding or liability to which such indemnification may apply; provided however that any failure to provide such notice shall not constitute a waiver of the commencement thereof; but indemnifying party's indemnity obligations hereunder except to the failure so to notify extent the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to is actually prejudiced in defense of a third party's claim against 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) aboveIndemnified Party. The indemnifying party shall be entitled have the right, within ten business days of receipt of notice thereof, to appoint counsel of assume and control the indemnifying defense and settlement of, a third party’s choice 's claim, suit or proceeding against the Indemnified Party (a "Third Party Claim") at the indemnifying party’s 's sole cost and expense and with counsel reasonably satisfactory 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)Indemnified Party; 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 will not have the right to employ separate counsel (including local counsel)assume the defense of any Third Party Claim that seeks criminal penalties. If the indemnifying party's right to assume the defense is exercised, and the indemnifying party shall bear be deemed to have waived all rights to contest its liability to the reasonable fees, costs and expenses Indemnified Party in respect of such separate counsel if (i) the use of counsel chosen by the indemnifying party Third Party Claim. The Indemnifying Party will not settle or compromise any Third Party Claim that it elects 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, defend without the prior written consent of the indemnified partiesIndemnified Party, which consent will not be unreasonably withheld. If the right to assume and control the defense is exercised, the Indemnified Party shall have the right to participate in, but not control, such defense at its own expense and the indemnifying party's indemnity obligations shall be deemed not to include attorneys' fees and litigation expenses incurred in such participation by the Indemnified Party after the assumption of the defense by the indemnifying party. If the indemnifying party does not assume the defense of the Third Party Claim, the Indemnified Party may defend and settle the Claim for the account and cost of the indemnifying party; provided, that the Indemnified Party will not settle the Third Party Claim without the prior written consent of indemnifying party, which consent will not be unreasonably withheld. The indemnifying party will promptly pay, or compromise or consent reimburse the Indemnified Party for payment of, costs and expenses (including fees and expenses of counsel) incurred in the defense thereof. The Indemnified Party shall cooperate with the indemnifying party and, subject to obtaining proper assurances of confidentiality and privilege, will make available to the entry indemnifying party all pertinent information under the control 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 proceedingIndemnified Party.

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) aboveabove 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 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 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) In the event that any Legal Proceeding shall be instituted or any claim or demand shall be asserted (bindividually and collectively, a “Claim”) above unless and to by any Person in respect of which payment may be sought under this Article 7, 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 shall reasonably and promptly cause written notice (a “Claim Notice”) of the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall assertion of any Claim of which it has knowledge which is covered by this indemnity to be entitled delivered 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 the failure of the indemnified party to give the Claim Notice shall not release, waive or otherwise affect the indemnifying party’s obligations with respect thereto, except to the extent that the indemnifying party can demonstrate actual loss and material prejudice as a result of such counsel failure. If the indemnifying party shall notify the indemnified party in writing within five (5) Business Days (or sooner, if the nature of the Claim so requires) that the indemnifying party shall be obligated under the terms of its indemnity hereunder in connection with such lawsuit or action, then the indemnifying party shall be entitled, if it so elects at its own cost, risk and expense, (i) to take control of the defense and investigation of such lawsuit or action, (ii) to employ and engage attorneys of its own choice, but, in any event, reasonably satisfactory acceptable to the indemnified party. Notwithstanding , to handle and defend the indemnifying party’s election same unless the named parties to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel such action or proceeding (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (iany impleaded parties) 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 and the indemnified party has been advised in writing by counsel that there may be one or more material legal defenses available to it and/or other such indemnified parties which party that are different from or additional to those available to the indemnifying party, in which event the indemnified party shall be entitled, at the indemnifying party’s cost, risk and expense, to a single firm of separate counsel (plus any necessary local counsel), all at reasonable cost, of its own choosing, reasonably acceptable to the indemnifying party and (iii) to compromise or settle such lawsuit or action, which compromise or settlement shall be made only with the prior written consent of the indemnified party, such consent not to be unreasonably withheld or delayed. (b) If the indemnifying party elects not to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Losses indemnified against hereunder, fails to notify the indemnified party of its election as provided in this Article 7 or contests its obligation to indemnify the indemnified party for such Losses under this Agreement, the indemnified party may defend against, negotiate, settle or otherwise deal with such Claim. If the indemnified party defends any Claim, then the indemnifying party shall not have employed counsel reasonably satisfactory to reimburse the indemnified party to represent for the indemnified party within a reasonable time after notice Losses incurred in defending such Claim upon submission of the institution of such action or (iv) periodic bills. If the indemnifying party shall authorize assume the defense of any Claim, the indemnified party may participate, at its own expense, in the defense of such Claim; provided, however, that such indemnified party shall be entitled to employ participate in any such defense with separate counsel at the expense of the indemnifying party. An party if (i) so requested by the indemnifying party will notto participate or (ii) in the reasonable opinion of counsel to the indemnified party, without a material conflict or potential material conflict exists between the indemnified party and the indemnifying party that would make such separate representation required; and provided, further, that the indemnifying party shall not be required to pay for more than one such counsel for all indemnified parties in connection with any Claim. If the indemnifying party shall assume the defense of any Claim, the indemnifying party shall obtain the prior written consent of the indemnified partiesparty before entering into any settlement of such Claim or ceasing to defend such Claim if, settle pursuant to or compromise as a result of such settlement or consent to the entry of any judgment with respect to any pending cessation, injunctive or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may other equitable relief shall be sought hereunder (whether or not imposed against the indemnified parties are actual party or potential parties to if such claim settlement or action) unless such settlement, compromise or consent includes an unconditional cessation does not expressly and unconditionally release of each the indemnified party from all liability arising out Liabilities or obligations with respect to such Claim, with prejudice. The Parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of such claim, action, suit or proceedingany Claim.

Indemnification Procedures. (a) Promptly after receipt by an indemnified party under this Section 7 hereunder of notice of the commencement of any actionaction for which a party may be entitled to indemnification hereunder, 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 omission so to notify the indemnifying party (i) will does not relieve it from any liability that it may have to such indemnified party other than under paragraph (a) or (b) above unless this Article 8, and only relieves it from any liability that it may have to such indemnified party under this Article 8 if and to the extent it did not otherwise learn of the indemnifying party is prejudiced by such omission. (b) In case any such action is brought against any indemnified party and such failure results in the forfeiture by it notifies the indemnifying party of substantial rights and defenses and (ii) will notthe commencement thereof, in any event, relieve the indemnifying party from any obligations is entitled to any participate in and, to the extent it wishes, to assume and undertake the defence thereof with counsel satisfactory to such 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); providedand, 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 after notice from the indemnifying party to represent the such indemnified party would present of its election so to assume and undertake the defence thereof, the indemnifying party is not liable to such indemnified party under this Article 8 for any legal expenses subsequently incurred by such indemnified party in connection with the defence thereof other than reasonable costs of investigation and of liaison with counsel with a conflict of interest, so selected. (iic) If the actual or potential defendants in, or targets of, in any such action include both the indemnified party and the indemnifying party party, and the indemnified party shall have reasonably concluded concludes that there may be legal defenses reasonable defences available to it and/or other indemnified parties which that are different from or additional to those available to the indemnifying party, (iii) party or if the indemnifying party shall not have employed counsel reasonably satisfactory to interests of the indemnified party to represent reasonably conflict with 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 interests of the indemnifying party. An , the indemnified party may select one separate counsel and assume such legal defences and otherwise participate in the defence 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 will notas incurred. (d) No indemnifying party, in the defence of any such claim or litigation, may, except with the prior written consent of each indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation, and no indemnified party may consent to entry of any judgment or settle such claim or litigation 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 proceedingindemnifying party.

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 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 (a) In the case of a Tax Contest, the indemnified party under this Section 7 shall be entitled to exercise full control of the defense, compromise or settlement of any Tax Contest unless the indemnifying party within a reasonable time after the giving of notice of such Tax Contest by the commencement of any action, indemnified party (i) delivers a written confirmation to such indemnified party will, if a claim in respect thereof is that the indemnification provisions of this Agreement are applicable to be made against such Tax Contest and that the indemnifying party under will indemnify such indemnified party in respect of such Tax Contest pursuant to the applicable indemnification provisions of this Section 7Agreement, notify the indemnifying (ii) notifies such indemnified party in writing of the commencement thereof; but indemnifying party's intention to assume the failure so defense thereof and (iii) retains legal counsel reasonably satisfactory to notify such indemnified party to conduct 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 by the indemnifying party of substantial rights and defenses and (ii) will notTax Contest, 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 entitled to exercise full control of the fees and expenses defense, compromise or settlement of such Tax Contest. (b) If the indemnifying party so assumes the defense of any separate counsel retained by the such Tax Contest in accordance herewith, then such indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding cooperate with the indemnifying party’s election to appoint counsel to represent the indemnified party in an actionany manner that the indemnifying party reasonably may request in connection with the defense, compromise or settlement thereof. If the indemnifying party so assumes the defense of any such Tax Contest, the indemnified party shall have the right to employ separate counsel and to participate in (including local counsel)but not control) the defense, and compromise or settlement thereof, but the indemnifying party shall bear the reasonable fees, costs fees and expenses of such separate counsel if (i) shall be the use expense of counsel chosen by the indemnifying party to represent the such indemnified party would present party. If 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 been advised by outside counsel that there may be one or more legal defenses available to it and/or other indemnified parties which that are different from or additional to those available to the indemnifying partyparty or that a conflict of interest between the indemnifying party and the indemnified party in the conduct of the defense of such Tax Contest would reasonably be expected, then (iiii) the indemnifying party shall not have employed counsel reasonably satisfactory the right to control the defense, compromise or settlement of such Tax Contest on behalf of the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or party, (ivii) the indemnifying and indemnified party shall authorize have the right to control jointly the defense, compromise or settlement of such Tax Contest, and (iii) the reasonable fees and expenses of the indemnified party to employ party's separate counsel at the expense of shall be borne by the indemnifying party. An indemnifying No indemnified party will not, without the prior written consent of the indemnified parties, shall settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claimsuch Tax Contest for which it is entitled to indemnification hereunder without the prior consent of the indemnifying party, actionwhich shall not be unreasonably withheld, 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 indemnifying party shall have failed, after reasonable notice thereof, to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out undertake control of such claim, action, suit or proceedingaction in the manner provided above in this Section 6.6 to the extent the indemnifying party was entitled to do so pursuant to this Section 6.

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 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 The indemnified party hereunder agrees that within a reasonable period of time after it becomes aware of facts giving rise to a claim for indemnification under this Article XI, it will provide notice thereof in writing to the indemnifying party, specifying the nature of and specific basis for such claim. 39 (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 have the right to appoint counsel control all aspects of the indemnifying party’s choice at the indemnifying party’s expense to represent defense of (and any counterclaims with respect to) any claims brought against the indemnified party in that are covered by the indemnification under this Article XI, including the selection of counsel, determination of whether to appeal any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses decision of any separate counsel retained by court and the indemnified party settling of any such claim or parties except as set forth below)any matter or any issues relating thereto; provided, however, that no such counsel settlement for only the payment of money shall be reasonably satisfactory to entered into without the consent of the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent , which consent shall not be unreasonably withheld, conditioned or delayed, unless it includes a full release of the indemnified party in an actionfrom such claim; provided further, the indemnified party that no such settlement containing any form of injunctive or similar relief 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, entered into without the prior written consent of the indemnified partiesparty, settle which consent shall not be unreasonably delayed or compromise or consent withheld. (c) The indemnified party agrees to cooperate in good faith and in a commercially reasonably manner with the entry indemnifying party with respect to all aspects of the defense of and pursuit of any judgment counterclaims with respect to any pending claims covered by the indemnification under this Article XI, including the prompt furnishing to the indemnifying party of any correspondence or threatened claimother notice relating thereto that the indemnified party may receive, actionpermitting the name of the indemnified party to be utilized in connection with such defense and counterclaims, suit the making available to the indemnifying party of any files, records or proceeding other information of the indemnified party that the indemnifying party considers relevant to such defense and counterclaims, the making available to the indemnifying party of any employees of the indemnified party and the granting to the indemnifying party of reasonable access rights to the properties and facilities of the indemnified party; provided, however, that in connection therewith the indemnifying party agrees to use reasonable efforts to minimize the impact thereof on the operations of the indemnified party and further agrees to maintain the confidentiality of all files, records and other information furnished by the indemnified party pursuant to this Section 11.4. The obligation of the indemnified party to cooperate with the indemnifying party as set forth in the immediately preceding sentence shall not be construed as imposing upon the indemnified party an obligation to hire and pay for counsel in connection with the defense of and pursuit of any counterclaims with respect to any claims covered by the indemnification set forth in this Article XI, provided, however, that the indemnified party may, at its own option, cost and expense, hire and pay for counsel in connection with any such defense and counterclaims. The indemnifying party agrees to keep any such counsel hired by the indemnified party informed as to the status of any such defense or counterclaim, but the indemnifying party shall have the right to retain sole control over such defense and counterclaims so long as the indemnified party is still seeking indemnification hereunder. (d) In determining the amount of any Damages for which the indemnified party is entitled to indemnification under this Agreement, the gross amount of the indemnification will be reduced by (i) any insurance proceeds realized by the indemnified party in respect of which indemnification or contribution may such Damages from third-party insurers, and such correlative insurance benefit shall be sought hereunder (whether or not net of any expenses related to the receipt of such proceeds, including any premium adjustments that become due and payable by 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 as a result of such claim, action, suit or proceeding.and (ii) all amounts recovered by the indemnified party in respect of such Damages under contractual indemnities from third parties. 40

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 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. 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 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is Any Person entitled 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 indemnification hereunder will (i) will not relieve it from liability under paragraph (a) or (b) above unless and give prompt written notice 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 any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any Person’s right to indemnification hereunder to the extent such failure has not adversely affected the indemnifying party) 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 unless 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 such indemnified parties which party that are different from or additional to those available to the indemnifying party, which if the indemnifying and indemnified party were to be represented by the same counsel, would result in a conflict of interest for such counsel (iii) in which case the indemnifying party shall have the right to participate therein with counsel of its choice), permit such indemnifying party to assume the defense of such claim and after notice from the indemnifying party of its election so to assume the defense thereof, the indemnifying party shall not have employed counsel reasonably satisfactory to be responsible for any legal expenses subsequently incurred by the indemnified party to represent in connection with the defense thereof. If such defense is assumed, the indemnifying party may not enter into any settlement for such claim without the indemnified party’s consent, unless such settlement (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such indemnified party within a reasonable time after notice of the institution from all liability in respect of such action or proceeding, and (ivii) does not involve any admission by, the indemnifying party imposition of any non-monetary remedies or obligations on or otherwise adversely affect any person entitled to indemnification. For purposes of clause (ii) preceding, such settlement may involve the imposition only of financial obligations, which shall authorize the indemnified party to employ separate counsel at the expense of be wholly borne by the indemnifying party. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not, without not be obligated to pay the prior written consent reasonable fees and expenses of the more than one counsel for all parties indemnified parties, settle or compromise or consent to the entry of any judgment by such indemnifying party 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, actionunless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, suit or proceedingexcept for conflicts of interest that exist between holders of Investor Registrable Securities and except for conflicts that exist between Stockholders (other than Class B Permitted Holders and Investor Registrable Securities).

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.