Common use of Indemnification Procedures Clause in Contracts

Indemnification Procedures. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such indemnifying party of the commencement of the action. The failure of any indemnified party to give notice shall not relieve the indemnifying party of its obligations in this Article V, except to the extent that the indemnifying party 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 participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. 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 (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it 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 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 adequately represent the 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, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) 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 or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified party.

Indemnification Procedures. Promptly after receipt by an indemnified party of notice of Developer shall promptly assume full and complete responsibility for the commencement investigation, defense, compromise and settlement of any claim, suit or action involving a claim referred arising out of or relating to in Section 5.1 and Section 5.2 hereof, the indemnified party will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give matters following written notice to thereof from the City or RDA, which notice shall be given by the City or RDA within ten (10) days of their knowledge of such indemnifying party of the commencement of the claim, suit or action. The failure of any indemnified party Failure to give provide such timely notice shall not relieve eliminate Developer’s indemnification obligations to the indemnifying party of its obligations in this Article VCity and RDA unless, except and only to the extent that to which, such failure has substantially prejudiced Developer. Notwithstanding the indemnifying party is actually prejudiced by the failure to give notice. If any such action is brought against an indemnified partyforegoing, in its sole discretion and at its expense, the indemnifying party will be City and RDA may participate in or defend or prosecute, through their own counsel(s), any claim suit or action for which either of them is entitled to participate in and to assume indemnification by Developer; provided, however, that if the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal City 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 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 (i) the employment of such counsel has been specifically authorized RDA is advised in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by such its legal counsel that there may be one is a conflict between the positions of Developer and City or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (RDA, as appropriate, in which case the indemnifying party shall not have the right to assume conducting the defense of such action or proceeding on behalf that there are legal defenses available to the City or RDA different from or in addition to those available to Developer, then counsel for the City or RDA, at Developer’s expense, shall be entitled to conduct the defense only to the extent necessary to protect the interests of the indemnified party), it being understood, however, that City or RDA. Developer shall not enter into any compromise or settlement without 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 prior written consent of the same City or RDA, as appropriate, which consent shall not be unreasonably withheld. The absence of a complete and general allegations release of all claims against the City or circumstancesRDA shall be reasonable grounds for the City or RDA to refuse to provide written consent to a compromise or settlement. If Developer does not assume the defense of such claim, be liable suit or action, Developer shall reimburse the City and RDA for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessarycounsel(s) retained by the City and by RDA, 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 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 bound by the indemnifying partyresults obtained by the City and RDA; provided, the indemnifying party will however, that no such claim, suit or action shall be settled without Developer’s prior written consent, which consent shall not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will The absence of a complete and general release of all claims against Developer shall be reasonable grounds for Developer to refuse to provide written consent to entry of any judgment a compromise or enter into any settlement which (i) 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 or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partysettlement.

Indemnification Procedures. Promptly Each Party entitled to indemnification under this Section 2.9 shall give notice to the Party required to provide indemnification, as promptly as reasonably practicable, after receipt by an such indemnified party of notice of the commencement of any action involving Party has actual knowledge that a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party will, if a claim in respect thereof is to be made or against the indemnified Party as to which indemnity may be made against an sought, and shall permit the indemnifying partyParty to assume the defense of such claim or litigation resulting therefrom and any related settlement and settlement negotiations, give written notice subject to the limitations on settlement set forth below; provided, that counsel for the indemnifying Party, who shall conduct the defense of such indemnifying party of claim or any litigation resulting therefrom, shall be approved by the commencement of indemnified Party (whose approval shall not unreasonably be withheld, conditioned or delayed), and the action. The indemnified Party may participate in such defense at such Party’s expense; and provided, further, that the failure of any indemnified party Party to give notice as provided in this Agreement shall not relieve the indemnifying party Party of its obligations in under this Article VSection 2.9, except to the extent that the indemnifying party Party is actually prejudiced by the such failure to give notice. If any such action is brought against Notwithstanding the foregoing, an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party Party shall have the right to employ retain separate counsel in any action or proceeding and participate in counsel, with the defense thereof, but the reasonable fees and expenses of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing being paid by the indemnifying partyParty, which authorization shall not be unreasonably withheld, (ii) if representation of such indemnified Party by the counsel retained by the indemnifying Party would be inappropriate due to actual or potential differing interests between such indemnified Party and any other party 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised represented by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to if the indemnifying party (in which case the indemnifying party shall not have the right Party has failed to assume the defense of such action action. No indemnified Party shall enter into any settlement of any litigation commenced or proceeding on behalf threatened with respect to which indemnification is or may be sought without the prior written consent of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one Party (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 adequately represent the 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, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld, conditioned or delayed). No indemnifying party will Party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified Party, consent to entry of any judgment or enter into any settlement which (i) that does not include as an unconditional term thereof the giving by the claimant or plaintiffplaintiff to such indemnified Party of a release, reasonably satisfactory to the indemnified partyParty, of a release from all liability in respect to such claim or litigation. Each indemnified Party 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 or and litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partyresulting therefrom.

Indemnification Procedures. Promptly after After receipt by an a party entitled to indemnification ("indemnified party party") under this Article VIII of notice of the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party willaction, if a claim in respect thereof is to be made or may be made by the indemnified party against an any person obligated to provide indemnification under this Article VIII ("indemnifying party"), give written notice to such indemnified party will notify the indemnifying party in writing of the commencement of thereof as soon as practicable thereafter, provided that the action. The failure of any indemnified party omission to give notice shall not relieve so notify the indemnifying party of its obligations in will not relieve it from any liability under this Article VVIII, except to the extent that the omission results in a failure of actual notice to the indemnifying party and such indemnifying party is actually prejudiced by damaged solely as a result of the failure to give such notice. If any such action is brought against an The indemnifying party, upon the request of the indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with shall retain counsel reasonably satisfactory to the indemnified party, party to represent the indemnified party and after notice from any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such indemnified party of its election to assume defense of the actionproceeding. In any such proceeding, 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 retain its own counsel in any action or proceeding and to participate in the defense thereofof such proceeding, but the fees and expenses of such counsel shall be at the expense of such indemnified party’s expense party unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by mutually agreed to the retention of such counsel that there may be one or more legal defenses available (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party that are different from and representation of both parties by the same counsel would be inappropriate due to actual or additional to those available to the indemnifying party (in which case the potential differing interests between them. The indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it 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 any settlement 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 any proceeding effected without its written consent but if settled with such consent or if there be a final judgment against the indemnified party in order to adequately represent the 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, the indemnifying party will not agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, entitled to the indemnified party, benefits of a release from all liability the indemnification contained in respect this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partythis Agreement.

Indemnification Procedures. Promptly after After receipt by an a party entitled to indemnification ("indemnified party party") under this Article IX of notice of the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party willaction, if a claim in respect thereof is to be made or may be made by the indemnified party against an any person obligated to provide indemnification under this Article IX ("indemnifying party"), give written notice to such indemnified party will notify the indemnifying party in writing of the commencement of thereof as soon as practicable thereafter, provided that the action. The failure of any indemnified omission to so notify the indemnifying party to give notice shall will not relieve the indemnifying party of its obligations in from any liability under this Article VIX, except to the extent that the omission results in a failure of actual notice to the indemnifying party and such indemnifying party is actually prejudiced by damaged solely as a result of the failure to give such notice. If any such action is brought against an The indemnifying party, upon the request of the indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with shall retain counsel reasonably satisfactory to the indemnified party, party to represent the indemnified party and after notice from any others the indemnifying party may designate in such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such indemnified party of its election to assume defense of the actionproceeding. In any such proceeding, 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 in any action or proceeding and participate in the defense thereofretain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party’s expense unless party unless: (ia) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by mutually agreed to the retention of such counsel that there may be one counsel, or more legal defenses available (b) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party that are different from and representation of both parties by the same counsel would be inappropriate due to actual or additional to those available to the indemnifying party (in which case the potential differing interests between them. The indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it 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 any settlement of more than one separate firm of attorneys (in addition to all local counsel which is necessaryany proceeding effected without its written consent, in the good faith opinion of both counsel but if settled with such consent or if there be a final judgment for the indemnifying party and counsel for the indemnified party in order to adequately represent the 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 partyplaintiff, the indemnifying party will not agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, entitled to the indemnified party, benefits of a release from all liability the indemnification contained in respect this Article IX. The indemnification provisions contained in this Article IX shall survive any termination of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partythis Agreement.

Indemnification Procedures. Promptly after After receipt by an a party entitled to indemnification ("indemnified party party") under this Article IX of notice of the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party willaction, if a claim in respect thereof is to be made or may be made by the indemnified party against an any person obligated to provide indemnification under this Article IX ("indemnifying party"), give written notice to such indemnified party will notify the indemnifying party in writing of the commencement of thereof as soon as practicable thereafter, provided that the action. The failure of any indemnified party omission to give notice shall not relieve so notify the indemnifying party of its obligations in will not relieve it from any liability under this Article VIX, except to the extent that the omission results in a failure of actual notice to the indemnifying party and such indemnifying party is actually prejudiced by damaged solely as a result of the failure to give such notice. If any such action is brought against an The indemnifying party, upon the request of the indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with shall retain counsel reasonably satisfactory to the indemnified party, party to represent the indemnified party and after notice from any others the indemnifying party may designate in such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such indemnified party of its election to assume defense of the actionproceeding. In any such proceeding, 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 in any action or proceeding and participate in the defense thereofretain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party’s expense party unless (ia) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by mutually agreed to the retention of such counsel that there may be one or more legal defenses available (b) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party that are different from and representation of both parties by the same counsel would be inappropriate due to actual or additional to those available to the indemnifying party (in which case the potential differing interests between them. The indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it 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 any settlement 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 any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the indemnifying party and counsel for the indemnified party in order to adequately represent the 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 partyplaintiff, the indemnifying party will not agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, entitled to the indemnified party, benefits of a release from all liability the indemnification contained in respect this Article IX. The indemnification provisions contained in this Article IX shall survive any termination of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partythis Agreement.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Article V of notice of the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereof(including any governmental action), the such indemnified party will, if a claim in respect thereof is to be made or against any indemnifying party under this Article V, deliver to the indemnifying party a written notice of the commencement of such action and the indemnifying party will have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be made against an represented without conflict by one counsel) will have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, give if representation of the indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between the indemnified party and any other party represented by such counsel in the same proceeding. If the indemnifying party shall fail to defend the action, or conducts a defense which is not reasonably adequate in light of the circumstances, the indemnified party may conduct its own defense and shall be entitled to reimbursement for the costs of such defense. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the commencement of the action. The failure of any indemnified party to give notice shall not relieve the indemnifying party of its obligations in under this Article VAgreement, except to the extent that the indemnifying party is actually materially prejudiced by the failure such failure. The omission so to give notice. If any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after deliver written notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. 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 (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall does not relieve it of any liability that it may have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it 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 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 adequately represent the 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, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld)otherwise than under this Agreement. No indemnifying party under this Agreement will consent to entry of any judgment or enter into any settlement or consent to any entry of judgment without the indemnified party's written consent which (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff, plaintiff to the indemnified party, party of a release from all liability in respect of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partylitigation.

Indemnification Procedures. Promptly after After receipt by an a party entitled to indemnification ("indemnified party party") under this Article VIII of notice of the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party willaction, if a claim in respect thereof is to be made or may be made against an any person obligated to provide indemnification under this Article VIII ("indemnifying party"), give written notice to such indemnified party will notify the indemnifying party in writing of the commencement of thereof as soon as practicable thereafter, provided that the action. The failure of any indemnified party omission to give notice shall not relieve so notify the indemnifying party of its obligations in will not relieve it from any liability under this Article VVIII, except to the extent that the omission results in a failure of actual notice to the indemnifying party and such indemnifying party is actually prejudiced by damaged solely as a result of the failure to give such notice. If any such action is brought against an The indemnifying party, upon the request of the indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with shall retain counsel reasonably satisfactory to the indemnified party, party to represent the indemnified party and after notice from any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such indemnified party of its election to assume defense of the actionproceeding. In any such proceeding, 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 in any action or proceeding and participate in the defense thereofretain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party’s expense party unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by mutually agreed to the retention of such counsel that there may be one or more legal defenses available (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party that are different from and representation of both parties by the same counsel would be inappropriate due to actual or additional to those available to the indemnifying party (in which case the potential differing interests between them. The indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it 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 any settlement 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 any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the indemnifying party and counsel for the indemnified party in order to adequately represent the 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 partyplaintiff, the indemnifying party will not agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, entitled to the indemnified party, benefits of a release from all liability the indemnification contained in respect this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partythis Agreement.

Indemnification Procedures. Promptly after After receipt by an a party entitled to indemnification ("indemnified party party") under this Article VIII of notice of the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party willaction, if a claim in respect thereof is to be made or may be made by the indemnified party against an any person obligated to provide indemnification under this Article VIII ("indemnifying party"), give written notice to such indemnified party will notify the indemnifying party in writing of the commencement of thereof as soon as practicable thereafter, provided that the action. The failure of any indemnified party omission to give notice shall not relieve so notify the indemnifying party of its obligations in will not relieve it from any liability under this Article VVIII, except to the extent that the omission results in a failure of actual notice to the indemnifying party and such indemnifying party is actually prejudiced by damaged solely as a result of the failure to give such notice. If any such action is brought against an The indemnifying party, upon the request of the indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with shall retain counsel reasonably satisfactory to the indemnified party, party to represent the indemnified party and after notice from any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such indemnified party of its election to assume defense of the actionproceeding. In any such proceeding, 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 retain its own counsel in any action or proceeding and to participate in the defense thereofof such proceeding, but the fees and expenses of such counsel shall be at the expense of such indemnified party’s expense party unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by mutually agreed to the retention of such counsel that there may be one or more legal defenses available (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party that are different from and representation of both parties by the same counsel would be inappropriate due to actual or additional to those available to the indemnifying party (in which case the potential differing interests between them. The indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it 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 any settlement 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 any proceeding effected without its written consent but if settled with such consent or if there be a final judgment against the indemnified party in order to adequately represent the 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, the indemnifying party will not be subject agrees to indemnify the indemnified party from and against any loss or liability for any by reason of such settlement made without its consent (not to be unreasonably withheld)or judgment. No indemnifying party will consent to entry The amount of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving indemnification due a Company by the claimant Adviser or plaintiffthe Distributor that is not satisfied by the Adviser or Distributor, respectively, shall be satisfied by making adjustments to one or more 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 indemnified party, benefits of a release from all liability the indemnification contained in respect this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partythis Agreement.

Indemnification Procedures. Promptly after receipt by In case any proceeding (including any -------------------------- governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to either paragraph (a) or (b) above, such Person (the "indemnified party") shall promptly notify the Person against whom such indemnity may be sought (the "indemnifying party") in writing and the indemnifying party shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceedings and shall pay the fees and disbursements of such counsel relating to such proceeding. The failure or delay of an indemnified party of notice of to notify the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such indemnifying party of the commencement of the action. The failure of any indemnified party with respect to give notice a particular proceeding shall not relieve the indemnifying party of its obligations in from any obligation or liability which it may have pursuant to this Article V, except to the extent that Agreement if the indemnifying party is actually not prejudiced by the such failure to give noticeor delay. If In any such action is brought against an indemnified partyproceeding, the indemnifying party will be entitled to participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereofretain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party’s expense unless . The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent. No indemnifying party shall, without the prior written consent of any indemnified party (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization consent shall not be unreasonably withheld), (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the effect any settlement of any pending or threatened proceeding in respect of which such 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 the indemnified is a party and the indemnifying party and the indemnified party shall indemnity could have been advised sought hereunder by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it 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 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 adequately represent the 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, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, unless such settlement includes an unconditional release of a release such indemnified party from all liability in respect on all claims that are the subject matter of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partyproceeding.

Indemnification Procedures. Promptly after After receipt by an a party entitled to indemnification (“indemnified party party”) under this Article IX of notice of the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party willaction, if a claim in respect thereof is to be made or may be made by the indemnified party against an any person obligated to provide indemnification under this Article IX (“indemnifying party”), give written notice to such indemnified party will notify the indemnifying party in writing of the commencement of thereof as soon as practicable thereafter, provided that the action. The failure of any indemnified party omission to give notice shall not relieve so notify the indemnifying party of its obligations in will not relieve it from any liability under this Article VIX, except to the extent that the omission results in a failure of actual notice to the indemnifying party and such indemnifying party is actually prejudiced by damaged solely as a result of the failure to give such notice. If any such action is brought against an The indemnifying party, upon the request of the indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with shall retain counsel reasonably satisfactory to the indemnified party, party to represent the indemnified party and after notice from any others the indemnifying party may designate in such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such indemnified party of its election to assume defense of the actionproceeding. In any such proceeding, 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 in any action or proceeding and participate in the defense thereofretain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party’s expense party unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by mutually agreed to the retention of such counsel that there may be one or more legal defenses available (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party that are different from and representation of both parties by the same counsel would be inappropriate due to actual or additional to those available to the indemnifying party (in which case the potential differing interests between them. The indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it 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 any settlement 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 any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the indemnifying party and counsel for the indemnified party in order to adequately represent the 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 partyplaintiff, the indemnifying party will not agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, entitled to the indemnified party, benefits of a release from all liability the indemnification contained in respect this Article IX. The indemnification provisions contained in this Article IX shall survive any termination of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partythis Agreement.

Indemnification Procedures. Promptly after receipt by an The indemnified party shall (a) give the -------------------------- indemnifying party prompt written notice of such action, or proceeding (and in no event more than seven (7) Business Days following the indemnified party's receipt of notice of such suit, action or proceeding), (b) at the commencement of any action involving a indemnifying party's request and expense, permit the indemnifying party, through its counsel, to defend such claim referred or suit, and (c) give the indemnifying party reasonable information, assistance and authority to do so. To the extent the indemnified party fails to provide notice as required above and to the extent such failure hinders the indemnifying party's ability to perform its indemnification obligations set forth in Section 5.1 6.3, then such indemnification obligations shall be waived to an extent commensurate with the hindrance caused by such delay in notification or failure to notify. The indemnifying party shall have exclusive control of the defense if it elects to defend any such suit, including appeals, negotiations and Section 5.2 hereofthe right to effect a settlement or compromise thereof (provided that, as a condition to any such settlement or compromise, the indemnified party will, if a claim in respect thereof is to be made shall not incur any liability or obligation). The indemnified party may be made against an represented by counsel at its own expense in any action being defended by the indemnifying party. Notwithstanding anything to the contrary contained in the foregoing, give written notice to such indemnifying party of in the commencement of event Licensor is the action. The failure of any indemnified party with respect to give notice shall not relieve the indemnifying party of its obligations in this Article Vany intellectual property claim, except to the extent that the indemnifying party 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 participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party Licensor shall have the right to employ separate counsel in exclusive control of the defense, at Licensee's reasonable cost and expense, if it elects to defend any action such suit, including appeals, negotiations and the right to effect a settlement or proceeding and compromise thereof; provided, however that Licensee shall have the right to participate in settlement negotiations, if any, and shall have the defense thereof, but the fees and expenses of right to approve such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying partysettlement, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense delayed or conditioned. Licensee shall reimburse Licensor for all of Licensor's reasonable costs 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, expenses 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 defense 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 adequately represent the 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, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment damages or enter into other liability in connection therewith, including any settlement which (i) 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 or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partyobligations.

Indemnification Procedures. Promptly after receipt by an indemnified party of notice of (a) In the commencement event of any action involving a claim referred Action (whether asserted or commenced prior to in or after the Effective Time) as to which indemnification will be sought pursuant to Section 5.1 and Section 5.2 hereof14.1, the indemnified party will, if a claim in respect thereof is to be made 14.2 or may be made against an indemnifying party, give written notice to such indemnifying party of the commencement of the action. The failure of any indemnified party to give notice shall not relieve the indemnifying party of its obligations in this Article V, except to the extent that the indemnifying party is actually prejudiced by the failure to give notice. If any such action is brought against an indemnified party14.3, the indemnifying party will shall be entitled to participate in and and, to the extent that it may wish, to assume the defense of the action thereof with counsel selected by the indemnifying party and reasonably satisfactory acceptable to the indemnified party, and after notice from Person; provided that the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party Person shall have the right to employ participate in those proceedings and to be represented by counsel of its own choosing at the indemnified Person's sole cost and expense; provided, however, that, if any indemnified Person (or group of indemnified Persons) reasonably believes that, as a result of an actual or potential conflict of interest, it is advisable for such indemnified Person (or group of indemnified Persons) to be represented by separate counsel or if the indemnifying party shall fail to assume responsibility for such defense, such indemnified Person (or group of indemnified Persons) will act in any action good faith with respect to such Action and may retain counsel satisfactory to such indemnified Person (or proceeding group of indemnified Persons) who will represent such indemnified Person or Persons, and participate in the defense thereof, but the indemnifying party shall pay all reasonable fees and expenses of such counsel shall be at such promptly as statements therefor are received. The indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by Persons and the indemnifying partyparty shall use their respective best efforts to assist in the vigorous defense of any such matter. The indemnifying party shall not be liable for any settlement effected without its written consent, which authorization consent shall not be unreasonably withheld, (ii) the . The indemnifying party has not assumed may settle or compromise the defense and employed counsel reasonably satisfactory to Action without 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf prior written consent of the indemnified party)Person so long as any settlement or compromise of the Action includes an unconditional release of the indemnified Person from all claims that are the subject of that Action, it being understoodprovided, however, that the indemnifying party shall not, in connection with may not agree to any one such action settlement or separate but substantially similar compromise that includes any remedy or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable relief (other than monetary damages 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 shall be responsible under this Article) applying to or against the indemnified party in order to adequately represent Person, without the prior written consent of the indemnified parties) for the indemnified party and that all such fees and expenses Person (which consent 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, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No Notwithstanding the other provisions of this Article, the indemnifying party will consent shall have no obligation under this Article to entry any indemnified Person when and if a court of any judgment or enter into any settlement which (i) does competent jurisdiction shall ultimately determine, in a decision constituting a final determination, that such indemnified Person is not include as an unconditional term the giving by the claimant or plaintiff, entitled to the indemnified party, of a release from all liability in respect of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partyindemnification hereunder.

Indemnification Procedures. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereofthe preceding Sections of this ARTICLE V, the indemnified party will, if a resulting claim in respect thereof is to be made or may be made against an and indemnifying party, give written notice to such the indemnifying party of the commencement of the action. The failure of any indemnified party to give notice shall not relieve the indemnifying party of its obligations in this Article ARTICLE V, except to the extent that the indemnifying party 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 participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigationdefense. 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 (ia) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (iib) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) 20 days after notice of any such action or proceeding, or (iiic) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it 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 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 adequately represent the 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, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld)consent. No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) 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 or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partyparty (in each case other than customary confidentiality obligations).

Indemnification Procedures. Promptly after receipt by an indemnified party of a person receives notice of a claim or the commencement of any an action involving a claim referred for which the person intends to in seek indemnification under Section 5.1 and Section 5.2 hereof8.1, the indemnified party will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such person will notify the indemnifying party in writing of the claim or commencement of the action. The , suit or proceeding; provided, however, that failure of any indemnified to notify the indemnifying party to give notice shall will not relieve the indemnifying party of its obligations in this Article Vfrom liability under Section 8.1, except to the extent that the indemnifying party is actually it has been materially prejudiced by the failure to give notice. If any such action is brought against an indemnified party, the 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 satisfactory to it. After an indemnifying party notifies an indemnified party that the indemnifying party wishes to assume the defense of the action with counsel reasonably satisfactory to the indemnified partya claim, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, suit or proceeding, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter indemnified party in connection with the defense against the claim, action’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate counsel in any action , suit or proceeding and participate except that if, in the defense thereof, but the fees and expenses opinion of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by to the indemnifying party, which authorization shall not one or more of the indemnified parties should be unreasonably withheldseparately represented in connection with a claim, (ii) action, suit or proceeding, the 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it 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 will pay 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 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 order the defense of any action or claim as to adequately represent 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 partiesparty that is entitled to reimbursement pursuant to this Article VIII shall have requested (by written notice provided in accordance with Section 9.4) for an indemnifying party to reimburse the indemnified party and that all such 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) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. 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 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 they are incurred upon written request and presentation to which such indemnified party is entitled to indemnification thereunder, each indemnifying party shall, in lieu of invoices. Whether indemnifying the indemnified party, contribute to the amount paid or not payable by the indemnified party as a defense result of such loss or liability, (i) in the proportion which is assumed appropriate to reflect the relative benefits received by the indemnifying party, on the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving one hand, and by the claimant or plaintiff, to the indemnified party, on the other hand, from the sale of a release from all Shares which is the subject of the claim, action, suit or proceeding which resulted in the loss or liability in respect of such claim or litigation or (ii) involves if the imposition 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 equitable remedies or the imposition of any non-financial obligations indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to the statements or omissions which are the subject of the claim, action, suit or proceeding 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 of Any Licensor Indemnified Party entitled to indemnification under this Agreement shall promptly provide the applicable Licensee with notice of the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereof, applicable Claim; provided that the indemnified party will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such indemnifying party failure of the commencement of the action. The failure of any indemnified party Licensor Indemnified Party to give notice undertake such actions shall not relieve the indemnifying party such Licensee of its obligations in this Article Vany obligation it may have to defend or indemnify, except and only to the extent that such Licensee’s ability to fulfill such obligation has been actually and materially prejudiced thereby. The Licensor Indemnified Party shall permit such Licensee to answer and defend the indemnifying party is actually prejudiced by the failure to give noticeClaim. If any such action is brought against an indemnified partyLicensee, within a reasonable time after receipt of such notice, should fail to assume full responsibility for the Claim, the indemnifying party will be entitled Licensor Indemnified Party shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle, the Claim on behalf, for the account, and at the risk of, such Licensee. Such Licensee shall permit the Licensor Indemnified Party to participate in its own defense with its own counsel at its own expense. If the Licensor Indemnified Party elects to participate in its own defense, such Licensee shall agree to consider in good faith the views of the Licensor Indemnified Party and its counsel and to assume keep the defense Licensor Indemnified Party and its counsel reasonably informed of the action with counsel reasonably satisfactory to progress of the indemnified partydefense, and after notice from the indemnifying party litigation, arbitration, or settlement discussions relating to such indemnified party of its election Claims, subject to assume a joint-defense of agreement between the action, Licensor Indemnified Party and such Licensee. Such Licensee shall not settle or compromise any Claims against a Licensor Indemnified Party without 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 actionLicensor Indemnified Party’s defense other than reasonable costs of investigation. 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 prior written consent (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization consent shall not be unreasonably withheldwithheld or delayed), unless such settlement or compromise: (i) includes an unconditional release of the Licensor Indemnified Party from all liability arising out of such Claims; (ii) the indemnifying party has not assumed the defense is solely monetary in nature; 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 does not include remedial or proceeding equitable measures or relief (including any impleaded parties) include injunction), a statement as to, or an admission of, fault, culpability or failure to act by or on behalf of, the indemnified party and Licensor Indemnified Party or otherwise materially adversely affect the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party Licensor Indemnified Party. Such Licensee shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it 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 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 adequately represent the 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, the indemnifying party will not be subject to any liability responsible for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) 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 Licensor Indemnified Party without such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partyLicensee’s written permission.

Indemnification Procedures. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in Section 5.1 3.4(a) and Section 5.2 hereof3.4(b), the indemnified party will, if a resulting claim in respect thereof is to be made or may be made against an and indemnifying party, give written notice to such the indemnifying party of the commencement of the action. The failure of any indemnified party to give notice shall not relieve the indemnifying party of its obligations in this Article VSection 3.4, except to the extent that the indemnifying party 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 participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigationdefense. 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 (ia) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it 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 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 adequately represent the 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, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld)consent. No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) 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 or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified party.

Indemnification Procedures. Promptly after After receipt by an a party entitled to indemnification (“indemnified party party”) under this Article IX of notice of the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party willaction, if a claim in respect thereof is to be made or may be made by the indemnified party against an any person obligated to provide indemnification under this Article IX (“indemnifying party”), give written notice to such indemnified party will notify the indemnifying party in writing of the commencement of thereof as soon as practicable thereafter, provided that the action. The failure of any indemnified omission to so notify the indemnifying party to give notice shall will not relieve the indemnifying party of its obligations in from any liability under this Article VIX, except to the extent that the omission results in a failure of actual notice to the indemnifying party and such indemnifying party is actually prejudiced by damaged solely as a result of the failure to give such notice. If any such action is brought against an The indemnifying party, upon the request of the indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with shall retain counsel reasonably satisfactory to the indemnified party, party to represent the indemnified party and after notice from any others the indemnifying party may designate in such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such indemnified party of its election to assume defense of the actionproceeding. In any such proceeding, 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 in any action or proceeding and participate in the defense thereofretain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party’s expense unless party unless: (ia) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by mutually agreed to the retention of such counsel that there may be one counsel, or more legal defenses available (b) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party that are different from and representation of both parties by the same counsel would be inappropriate due to actual or additional to those available to the indemnifying party (in which case the potential differing interests between them. The indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it 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 any settlement of more than one separate firm of attorneys (in addition to all local counsel which is necessaryany proceeding effected without its written consent, in the good faith opinion of both counsel but if settled with such consent or if there be a final judgment for the indemnifying party and counsel for the indemnified party in order to adequately represent the 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 partyplaintiff, the indemnifying party will not agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, entitled to the indemnified party, benefits of a release from all liability the indemnification contained in respect this Article IX. The indemnification provisions contained in this Article IX shall survive any termination of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partythis Agreement.

Indemnification Procedures. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereofthe preceding Sections of this Article V, the indemnified party will, if a resulting claim in respect thereof is to be made or may be made against an and indemnifying party, give written notice to such the indemnifying party of the commencement of the action. The failure of any indemnified party to give notice shall not relieve the indemnifying party of its obligations in this Article V, except to the extent that the indemnifying party 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 participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigationdefense. 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 (ia) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it 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 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 adequately represent the 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, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld)consent. No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) 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 or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified party.

Indemnification Procedures. Promptly after receipt by an indemnified Each party of agrees to give the other party prompt written notice of the commencement of any action involving a claim referred to in Claim for which indemnification is sought under this Section 5.1 and Section 5.2 hereof, the indemnified party will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such indemnifying party of the commencement of the action17. The failure of any indemnified party Failure to give such notice shall not relieve abrogate or diminish the indemnifying party’s obligation under this Section if the indemnifying party has or receives knowledge of its obligations in this Article V, except to the extent that existence of such Claim by any other means or if such failure does not materially prejudice the indemnifying party party’s ability to defend the same. In any Claim for which indemnification is actually prejudiced by the failure to give notice. If any such action is brought against an indemnified partysought, the indemnifying party will shall have the right to select legal counsel to represent it (said counsel to be entitled to participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, ) and after notice from to otherwise control the defense of such Claim. If the indemnifying party elects to control the defense of such Claim, the indemnified party shall at all times have the right to fully participate in the defense at its own expense. If the indemnifying party, within a reasonable time after receipt of its election such notice, should fail to assume defense of defend the actionindemnified party, 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 right, but not the obligation, to employ separate counsel in any action or proceeding and participate in undertake the defense thereofof and to compromise or settle the Claim on behalf, but for the fees account, and expenses at the risk of such counsel shall be at such the indemnified party’s expense unless (i) . If the employment of such counsel has been specifically authorized in writing Claim is one that cannot by its nature be defended solely by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the 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 the indemnified party and the indemnifying party and then the indemnified party shall have been advised by such counsel that there may be one or more legal defenses make available to the indemnified party that are different from or additional to those available to information and assistance as the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party)may reasonably request, it 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 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 adequately represent the 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 at the indemnifying party, the ’s expense. The indemnifying party will not be subject to any liability for any settlement made without its consent may neither (not to be unreasonably withheld). No indemnifying party will i) consent to the entry of any judgment or enter into any settlement which that provides for injunctive or other non-monetary relief affecting any indemnitee without the prior written consent of the indemnified party, nor (iii) consent to the entry of any judgment or enter into any settlement without the prior written consent of the indemnified party unless such judgment or settlement provides for the unconditional and full release of the indemnitees in respect of such Claim and does not include as an unconditional term diminish any of the giving by the claimant indemnified party’ rights under this Agreement or plaintiff, result in additional fees or charges to the indemnified party, of a release from all liability in respect of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified party.

Indemnification Procedures. Promptly after receipt by an indemnified party Indemnitee of written notice of the commencement of any action involving or proceeding with respect to which a claim referred for indemnification may be made pursuant to in this Section 5.1 and Section 5.2 hereof3.4, the indemnified party such Indemnitee will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such indemnifying party the latter of the commencement of such action or proceeding; provided that the action. The failure of any indemnified party the Indemnitee to give notice as provided herein shall not relieve the indemnifying party of its obligations in under this Article VSection 3.4, except to the extent that the indemnifying party is actually materially prejudiced by the such failure to give notice. If In case any such action or proceeding is brought against an indemnified partyIndemnitee, the indemnifying party will be entitled to participate in and to assume the defense of thereof (at its expense), jointly with any other indemnifying party similarly notified to the action extent that it may wish, with counsel reasonably satisfactory to the indemnified partysuch Indemnitee, and after notice from the indemnifying party to such indemnified party Indemnitee of its election so to assume the defense of the actionthereof, the indemnifying party will not be liable to such indemnified party Indemnitee for any legal or other expenses subsequently incurred by the latter in connection with the action’s defense thereof other than reasonable costs of investigationinvestigation and shall have no liability for any settlement made by the Indemnitee without the consent of the indemnifying party, such consent not to be unreasonably withheld. An indemnified Notwithstanding the foregoing, if in such Indemnitee’s reasonable judgment a conflict of interest between such Indemnitee and the indemnifying parties may exist in respect of such action or proceeding or the indemnifying party does not assume the defense of any such action or proceeding within a reasonable time after notice of commencement, the Indemnitee shall have the right to employ separate counsel in any action assume or proceeding and participate in the continue its own defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available shall, subject to the indemnified party that are different from or additional to those available to the indemnifying party Section 3.4.4 (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified partyif applicable), it 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 any reasonable expenses therefor, but in no event will bear the reasonable fees and expenses of for more than one separate firm of attorneys (counsel for all Indemnitees in addition to all local counsel which is necessary, each jurisdiction who shall be approved by the Coordination Committee in the good faith opinion registration in respect of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all which such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense indemnification is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld)sought. No indemnifying party will settle any action or proceeding or consent to the entry of any judgment without the prior written consent of the Indemnitee, unless such settlement or enter into any settlement which judgment (ia) does not include includes as an unconditional term thereof the giving by the claimant or plaintiff, to the indemnified party, plaintiff of a release to such Indemnitee from all liability in respect of such claim action or litigation or proceeding and (iib) involves does not involve the imposition of equitable remedies or the imposition of any non-obligations on such Indemnitee and does not otherwise adversely affect such Indemnitee, other than as a result of the imposition of financial obligations on the for which such Indemnitee will be indemnified partyhereunder.

Indemnification Procedures. Promptly after receipt by an indemnified party Indemnitee of written notice of the commencement of any action involving or proceeding with respect to which a claim referred for indemnification may be made pursuant to in this Section 5.1 and Section 5.2 hereof3.4, the indemnified party such Indemnitee will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such indemnifying party the latter of the commencement of such action or proceeding; provided that the action. The failure of any indemnified party the Indemnitee to give notice as provided herein shall not relieve the indemnifying party of its obligations in under this Article VSection 3.4, except to the extent that the indemnifying party is actually materially prejudiced by the such failure to give notice. If In case any such action or proceeding is brought against an indemnified partyIndemnitee, the indemnifying party will be entitled to participate in and to assume the defense of thereof (at its expense), jointly with any other indemnifying party similarly notified to the action extent that it may wish, with counsel reasonably satisfactory to the indemnified partysuch Indemnitee, and after notice from the indemnifying party to such indemnified party Indemnitee of its election so to assume the defense of the actionthereof, the indemnifying party will not be liable to such indemnified party Indemnitee for any legal or other expenses subsequently incurred by the latter in connection with the action’s defense thereof other than reasonable costs of investigationinvestigation and shall have no liability for any settlement made by the Indemnitee without the consent of the indemnifying party, such consent not to be unreasonably withheld. An indemnified Notwithstanding the foregoing, if in such Indemnitee’s reasonable judgment a conflict of interest between such Indemnitee and the indemnifying parties may exist in respect of such action or proceeding or the indemnifying party does not assume the defense of any such action or proceeding within a reasonable time after notice of commencement, the Indemnitee shall have the right to employ separate counsel in any action assume or proceeding and participate in the continue its own defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it 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 any reasonable expenses therefor, but in no event will bear the reasonable fees and expenses of for more than one separate firm of attorneys (counsel for all Indemnitees in addition to all local counsel which is necessary, each jurisdiction who shall be approved by the Principal Participating Holders in the good faith opinion registration in respect of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all which such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense indemnification is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld)sought. No indemnifying party will settle any action or proceeding or consent to the entry of any judgment without the prior written consent of the Indemnitee, unless such settlement or enter into any settlement which judgment (i) does not include includes as an unconditional term thereof the giving by the claimant or plaintiff, to the indemnified party, plaintiff of a release to such Indemnitee from all liability in respect of such claim action or litigation or proceeding and (ii) involves does not involve the imposition of equitable remedies or the imposition of any non-obligations on such Indemnitee and does not otherwise adversely affect such Indemnitee, other than as a result of the imposition of financial obligations on the for which such Indemnitee will be indemnified partyhereunder.

Indemnification Procedures. Promptly after After receipt by an a party entitled to indemnification ("indemnified party party") under this Article IX of notice of the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party willaction, if a claim in respect thereof is to be made or may be made by the indemnified party against an any person obligated to provide indemnification under this Article IX ("indemnifying party"), give written notice to such indemnified party will notify the indemnifying party in writing of the commencement of thereof as soon as practicable thereafter, provided that the action. The failure of any indemnified party omission to give notice shall not relieve so notify the indemnifying party of its obligations in will not relieve it from any liability under this Article VIX, except to the extent that the omission results in a failure of actual notice to the indemnifying party and such indemnifying party is actually prejudiced by damaged solely as a result of the failure to give such notice. If any such action is brought against an The indemnifying party, upon the request of the indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with shall retain counsel reasonably satisfactory to the indemnified party, party to represent the indemnified party and after notice from any others the indemnifying party may designate in such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such indemnified party of its election to assume defense of the actionproceeding. In any such proceeding, 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 in any action or proceeding and participate in the defense thereofretain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party’s expense party unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by mutually agreed to the retention of such counsel that there may be one or more legal defenses available (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party that are different from and representation of both parties by the same counsel would be inappropriate due to actual or additional to those available to the indemnifying party (in which case the potential differing interests between them. The indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it 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 any settlement 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 any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the indemnifying party and counsel for the indemnified party in order to adequately represent the 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 partyplaintiff, the indemnifying party will not agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, entitled to the indemnified party, benefits of a release from all liability the indemnification contained in respect this Article IX. The indemnification provisions contained in this Article IX shall survive any termination of such claim or litigation or (ii) involves this Agreement. Relationship of the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified party.Parties; Termination

Indemnification Procedures. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereofthe preceding Sections of this Article III, the indemnified party will, if a resulting claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such the indemnifying party of the commencement of the action. The failure of any indemnified party to give notice shall not relieve the indemnifying party of its obligations in this Article V, except to the extent that the indemnifying party 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 participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation'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 's expense unless (ia) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it 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 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 adequately represent the 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, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld)consent. No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) 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 or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partylitigation.

Indemnification Procedures. Promptly after receipt by an indemnified party of notice (a) If any action shall be brought against Lender based upon any matter arising out of the commencement Guaranteed Obligations or this Guaranty, Guarantor shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless Lender from and against any and all actual losses, damages, costs, fees, expenses, claims, suits, judgments, awards, liabilities (including, but not limited to, strict liabilities), and obligations imposed upon, incurred by or asserted against Lender in connection therewith. Lender shall notify Guarantor in writing of any action involving a claim referred to in Section 5.1 of the matters for which Lxxxxx is indemnified hereunder and Section 5.2 hereofGuarantor shall promptly assume the defense thereof, including, without limitation, the indemnified party willemployment of counsel reasonably acceptable to Lender and the negotiation of any settlement (which settlement, if a claim in respect thereof is however, shall be subject to be made or may be made against an indemnifying partySection 1.11(b) below); provided, give written notice to such indemnifying party of the commencement of the action. The however, that any failure of any indemnified party Lender to give notice notify Guarantor of such matter shall not relieve impair or reduce the indemnifying party obligations of its obligations in this Article V, except to the extent that the indemnifying party is actually prejudiced by the failure to give noticeGuarantor hereunder. If the defendants in any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in include both Lender and to assume the defense of the action with counsel Guarantor and Lender shall have reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for concluded that there are any legal defenses available to it that are different from or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party addition to those available to Guarantor, then Lender shall have the right right, at the expense of Guarantor (which expense shall be included in the Guaranteed Obligations), to employ separate counsel in any such action or proceeding and to participate in the defense thereof. In the event Guarantor shall fail to discharge or undertake to defend Lender against any claim, but loss or liability for which Lxxxxx is indemnified hereunder, Lender may, at its sole option and election, defend or settle such claim, loss or liability. The liability of Guarantor to Lender hereunder shall be conclusively established by such settlement, provided such settlement is made in good faith, the amount of such liability to include both the settlement consideration and the costs and expenses, including, without limitation, reasonable attorneys’ fees and expenses of disbursements, incurred by Lender in effecting such counsel shall be at settlement. In such indemnified party’s expense unless (i) the employment of event, such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense settlement consideration 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it 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 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 adequately represent the indemnified parties) for the indemnified party and that all such fees out-of-pocket costs and expenses shall be reimbursed included in the Guaranteed Obligations and Guarantor shall pay the same as they are incurred upon written request and presentation of invoiceshereinafter provided. Whether or not a defense Lxxxxx’s good faith in any such settlement shall be conclusively established if the settlement is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) 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 or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partyadvice of independent legal counsel for Lender.

Indemnification Procedures. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereofthe preceding Sections of this Article V, the indemnified party will, if a resulting claim in respect thereof is to be made or may be made against an any indemnifying party, give written notice to such the indemnifying party of the commencement of the action. The failure of any indemnified party to give notice shall not relieve the indemnifying party of its obligations in this Article V, except to the extent that the indemnifying party 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 participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigationdefense. 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 (ia) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it 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 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 adequately represent the 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, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent will not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) 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 or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified party.

Indemnification Procedures. Promptly after receipt by An indemnifying party shall not be liable under this indemnity agreement with respect to any claim made against an indemnified party of notice of the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to unless such indemnifying party shall be notified in writing of the commencement specific nature of the action. The claim within a reasonable time after the assertion thereof, but failure of any indemnified so to notify such indemnifying party to give notice shall not relieve the it from any liability which it may have otherwise than on account of this indemnity provision. An indemnifying party of its obligations in this Article V, except to the extent that the indemnifying party is actually prejudiced by the failure to give notice. If any such action is brought against an indemnified party, the indemnifying party will shall be entitled to participate at its own expense in and the defense or, if it so elects within a reasonable time after receipt of such notice, to assume the defense, which defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. 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 (i) the employment of such conducted by counsel has been specifically authorized in writing chosen by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense it and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice defendant. In the event that the indemnifying party elects to assume the defense of any such action suit and retain such counsel, the indemnified party defendant or proceedingdefendants in the suit shall bear the fees and expenses of any additional counsel thereafter retained by such indemnified party. However, or (iii) in the named event that the parties to any such action or proceeding (including any impleaded parties) include the indemnified party Company or controlling person thereof and the indemnifying party Placement Agent or controlling person thereof, and representation of both parties would be inappropriate due to actual or potential differing interests between them, then the indemnified party Placement Agent or controlling person shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume retain separate counsel and the defense Company shall reimburse the Placement Agent or controlling person for the reasonable fees and expenses of such action or proceeding on behalf of the indemnified party)counsel, it being understood, however, understood that the indemnifying party Company 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 all local counsel which is necessaryattorneys, in the good faith opinion of both counsel for aggregate, be compelled to seek separate legal representation from the indemnifying party Placement Agent and counsel for the indemnified party in order to adequately represent the 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, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) 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 or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partycontrolling persons thereof.

Indemnification Procedures. Promptly after receipt by In case any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to either paragraph (a) or (b) above, such Person (the "indemnified party") shall promptly notify the Person against whom such indemnity may be sought (the "indemnifying party") in writing and the indemnifying party shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceedings and shall pay the fees and disbursements of such counsel relating to such proceeding. The failure or delay of an indemnified party of notice of to notify the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such indemnifying party of the commencement of the action. The failure of any indemnified party with respect to give notice a particular proceeding shall not relieve the indemnifying party of its obligations in from any obligation or liability which it may have pursuant to this Article V, except to the extent that Agreement if the indemnifying party is actually not prejudiced by the such failure to give noticeor delay. If In any such action is brought against an indemnified partyproceeding, the indemnifying party will be entitled to participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereofretain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party’s expense unless . The indemnifying party shall not be liable for any settlement of any proceeding without its written consent. No indemnifying party shall, without the prior written consent of any indemnified party (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization consent shall not be unreasonably withheld), (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the effect any settlement of any pending or threatened proceeding in respect of which such 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 the indemnified is a party and the indemnifying party and the indemnified party shall indemnity could have been advised sought hereunder by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it 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 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 adequately represent the 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, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, unless such settlement includes an unconditional release of a release such indemnified party from all liability in respect on all claims that are the subject matter of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partyproceeding.

Indemnification Procedures. Promptly after receipt by an indemnified party Indemnitee of written notice of the commencement of any action involving or proceeding with respect to which a claim referred for indemnification may be made pursuant to in this Section 5.1 and Section 5.2 hereof3.4, the indemnified party such Indemnitee will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such indemnifying party the latter of the commencement of such action or proceeding; provided that the action. The failure of any indemnified party the Indemnitee to give notice as provided herein shall not relieve the indemnifying party of its obligations in under this Article VSection 3.4, except to the extent that the indemnifying party is actually materially prejudiced by the such failure to give notice. If In case any such action or proceeding is brought against an indemnified partyIndemnitee, the indemnifying party will be entitled to participate in and to assume the defense of thereof (at its expense), jointly with any other indemnifying party similarly notified to the action extent that it may wish, with counsel reasonably satisfactory to the indemnified partysuch Indemnitee, and after notice from the indemnifying party to such indemnified party Indemnitee of its election so to assume the defense of the actionthereof, the indemnifying party will not be liable to such indemnified party Indemnitee for any legal or other expenses subsequently incurred by the latter in connection with the action’s defense thereof other than reasonable costs of investigationinvestigation and shall have no liability for any settlement made by the Indemnitee without the consent of the indemnifying party, such consent not to be unreasonably withheld. An indemnified Notwithstanding the foregoing, if in such Indemnitee’s reasonable judgment a conflict of interest between such Indemnitee and the indemnifying parties may exist in respect of such action or proceeding or the indemnifying party does not assume the defense of any such action or proceeding within a reasonable time after notice of commencement, the Indemnitee shall have the right to employ separate counsel in any action assume or proceeding and participate in the continue its own defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it 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 any reasonable expenses therefor, but in no event will bear the reasonable fees and expenses of for more than one separate firm of attorneys (counsel for all Indemnitees in addition to all local counsel which is necessary, each jurisdiction who shall be approved by the Principal Participating Holders in the good faith opinion registration in respect of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all which such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense indemnification is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld)sought. No indemnifying party will settle any action or proceeding or consent to the entry of any judgment without the prior written consent of the Indemnitee, unless such settlement or enter into any settlement which judgment (i) does not include includes as an unconditional term thereof the giving by the claimant or plaintiff, to the indemnified party, plaintiff of a release to such Indemnitee from all liability in respect of such claim action or litigation or proceeding and (ii) involves does not involve the imposition of equitable remedies or the imposition of any non-obligations on such Indemnitee and does not otherwise adversely affect such Indemnitee, other than as a result of the imposition of financial obligations on the for which such Indemnitee will be indemnified partyhereunder.

Indemnification Procedures. Promptly after receipt by an indemnified party Indemnitee of written notice of the commencement of any action involving or proceeding with respect to which a claim referred for indemnification may be made pursuant to in this Section 5.1 and Section 5.2 hereof2.4, the indemnified party such Indemnitee will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such indemnifying party the latter of the commencement of such action or proceeding; provided that the action. The failure of any indemnified party the Indemnitee to give notice as provided herein shall not relieve the indemnifying party of its obligations in under this Article VSection 2.4, except to the extent and only to the extent that the indemnifying party is actually materially prejudiced by the such failure to give notice. If In case any such action or proceeding is brought against an indemnified partyIndemnitee, the indemnifying party will be entitled to participate in and to assume the defense of thereof (at its expense), jointly with any other indemnifying party similarly notified to the action extent that it may wish, with counsel reasonably satisfactory to the indemnified partysuch Indemnitee, and after notice from the indemnifying party to such indemnified party Indemnitee of its election so to assume the defense of the actionthereof, the indemnifying party will not be liable to such indemnified party Indemnitee for any legal or other expenses subsequently incurred by the latter in connection with the action’s defense thereof other than reasonable costs of investigationinvestigation and shall have no liability for any settlement made by the Indemnitee without the consent of the indemnifying party, such consent not to be unreasonably withheld. An indemnified Notwithstanding the foregoing, if in such Indemnitee’s reasonable judgment a conflict of interest between such Indemnitee and the indemnifying parties may exist in respect of such action or proceeding or the indemnifying party does not assume the defense of any such action or proceeding within a reasonable time after notice of commencement, the Indemnitee shall have the right to employ separate counsel in any action assume or proceeding and participate in the continue its own defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it 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 any reasonable expenses therefor, but in no event will bear the reasonable fees and expenses of for more than one separate firm of attorneys counsel for all Indemnitees in each jurisdiction who shall be approved by (in addition to all local counsel which is necessary, a) the Initiating Investors in the good faith opinion case of both counsel for the indemnifying party and counsel for the indemnified party a registration initiated pursuant to Section 2.1 or (b) in order to adequately represent the 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 partyother cases, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld)Majority Investors. No indemnifying party will settle any action or proceeding or consent to the entry of any judgment without the prior written consent of the Indemnitee, unless such settlement or enter into any settlement which judgment (i) does not include includes as an unconditional term thereof the giving by the claimant or plaintiff, to the indemnified party, plaintiff of a release to such Indemnitee from all liability in respect of such claim action or litigation or proceeding and (ii) involves does not include any admission as to fault or culpability on the part of any Indemnitee and (iii) does not involve the imposition of equitable remedies or the imposition of any non-obligations on such Indemnitee and does not otherwise adversely affect such Indemnitee, other than as a result of the imposition of financial obligations on the for which such Indemnitee will be indemnified partyhereunder.

Indemnification Procedures. Promptly after receipt by an indemnified Any Person entitled to indemnification under this Agreement shall promptly, and in any event within five (5) Business Days, notify the indemnifying party of notice in writing of the commencement of any action involving action, proceeding or investigation of which such Person has actual knowledge and with respect to which a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party will, if a claim in respect thereof is to be made or for indemnification may be made against an indemnifying partyhereunder, give written notice to such indemnifying party of but the commencement of the action. The failure of any indemnified party to give provide such notice shall not relieve the indemnifying party of its obligations in this Article Vhereunder, except and only to the extent that the indemnifying party is actually materially prejudiced by thereby, and shall not relieve the failure indemnifying party from any liability which it may have to give noticeany indemnified party otherwise than hereunder. If In case any such action or proceeding is brought against an indemnified partyparty and it shall notify the indemnifying party of the commencement thereof, the indemnifying party will shall be entitled to participate therein at its own expense and, unless in and the indemnified party’s reasonable judgment a conflict of interest exists in respect of such Loss, to assume and direct the defense of thereof, to the action extent that it so chooses, with counsel reasonably satisfactory to the indemnified party, and after . After notice from the indemnifying party to such indemnified party of its election that it chooses to assume and direct the defense of the such an action, proceeding or investigation, the indemnifying party will shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter such indemnified party in connection with the action’s defense other than reasonable costs of investigation. An indemnified party thereof, provided that any Person entitled to indemnification hereunder shall have the right to select and employ separate counsel in any action or proceeding and to participate in the defense thereofof such claim, but the fees and expenses of such counsel shall be at the expense of such indemnified party’s expense Person unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (iiA) the indemnifying party has not assumed agreed in writing to pay such fees or expenses, (B) the indemnifying party shall have failed to assume the defense of such claim and employed employ counsel reasonably satisfactory to such Person within a reasonable time, (C) the indemnified party within thirty has reasonably concluded (30based upon advice of its counsel) 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the it or other indemnified party parties that are different from or additional in addition to those available to the indemnifying party, or (D) in the reasonable judgment of any such Person (based upon advice of its counsel) a conflict of interest may exist between such Person and the indemnifying party with respect to such claims (in which case case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action or proceeding claim on behalf of the indemnified party)such Person, it being understood, however, that the but shall always be permitted to participate in such defense. No indemnifying party shall notshall, in connection with any one such action or separate but substantially similar or related actions in without the same jurisdiction arising out written consent 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 adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses (which 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, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will , effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any action or enter into any settlement claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim, (ii) does not include a statement as to or an unconditional term the giving admission of fault, culpability or a failure to act, by the claimant or plaintiff, to the indemnified party, of a release from all liability in respect of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition on behalf of any non-financial obligations on indemnified party and (iii) does not and is not likely to materially adversely affect the indemnified party.

Indemnification Procedures. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such indemnifying party of the commencement of the action. The failure of any indemnified party to give notice shall not relieve the indemnifying party of its obligations in this Article V, except to the extent that the indemnifying party 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 participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. 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 (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it 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 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 adequately represent the 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, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which without the written consent of the indemnified party unless such judgment or settlement (i) does not include includes 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 or and (ii) involves does not involve the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified party.

Indemnification Procedures. Promptly after receipt by an The indemnified party shall (i) give the -------------------------- indemnifying party prompt written notice of such action, or proceeding (and in no event more than seven (7) Business Days following the indemnified party's receipt of notice of such suit, action or proceeding), (ii) at the commencement of any action involving a indemnifying party's request and expense, permit the indemnifying party, through its counsel, to defend such claim referred or suit, and (iii) give the indemnifying party reasonable information, assistance and authority to do so. To the extent the indemnified party fails to provide notice as required above and such failure hinders the indemnifying party's ability to perform its indemnification obligations set forth in Section 5.1 3.5, then such indemnification obligations shall be waived to an extent commensurate with the hindrance caused by such delay in notification or failure to notify. The indemnifying party shall have exclusive control of the defense if it elects to defend any such suit, including appeals, negotiations and Section 5.2 hereofthe right to effect a settlement or compromise thereof (provided that, as a condition to any such settlement or compromise, the indemnified party will, if a claim in respect thereof is to be made shall not incur any liability or obligation). The indemnified party may be made against an represented by counsel at its own expense in any action being defended by the indemnifying party. Notwithstanding anything to the contrary contained in the foregoing, give written notice to such indemnifying party of in the commencement of event Service Provider is the action. The failure of any indemnified party with respect to give notice shall not relieve the indemnifying party of its obligations in this Article Vany intellectual property claim, except to the extent that the indemnifying party 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 participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party Service Provider shall have the right to employ separate counsel in exclusive control of the defense, at Recipient's reasonable cost and expense, if it elects to defend any action such suit, including appeals, negotiations and the right to effect a settlement or proceeding and compromise thereof; provided, however that Recipient shall have the right to participate in settlement negotiations, if any, and shall have the defense thereof, but the fees and expenses of right to approve such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying partysettlement, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense delayed or conditioned. Recipient shall reimburse Service Provider for all of Service Provider's reasonable costs 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, expenses 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 defense 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 adequately represent the 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, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment damages or enter into other liability in connection therewith, including any settlement which (i) 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 or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partyobligations.

Indemnification Procedures. Promptly after receipt by an indemnified party of notice of All indemnification obligations in this Agreement are conditioned upon the commencement Party seeking indemnification: (a) promptly notifying the indemnifying Party of any action involving claim or liability of which the Party seeking indemnification becomes aware (including a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such indemnifying party of the commencement of the action. The failure copy of any indemnified party related complaint, summons, notice or other instrument); provided, however, that failure to give provide such notice within a reasonable period of time shall not relieve the indemnifying party Party of any of its obligations in this Article V, hereunder except to the extent that the indemnifying party Party is actually prejudiced by such failure; (b) cooperating with the failure to give notice. If indemnifying Party in the defense of any such claim or liability; and (c) not compromising or settling any claim or liability without prior written consent of the indemnifying Party provided, such consent shall not be unreasonably withheld where the compromise or settlement: (w) provide for the unconditional release of the Party seeking indemnification; (x) require the payment of compensatory monetary damages by the indemnifying Party only; (y) requires no requirement whatsoever for the indemnified party to either take any action is brought against or to avoid any action whether as a matter of injunctive relief, court order, or any other form; and (z) expressly state that neither the fact of settlement nor the settlement agreement shall constitute, or be construed or interpreted as, an indemnified partyadmission by the Party seeking indemnification of any issue, fact, allegation or any other aspect of the claim being settled. In all other cases, the Party seeking indemnification and the indemnifying party will Party must agree to enter into any proposed settlement. The indemnifying Party shall be entitled to participate in and to assume control the defense of the action with counsel reasonably satisfactory to any claim or liability for which indemnification is sought hereunder and under such circumstances, the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will Party shall not be liable entitled to such be indemnified party for any legal or other expenses incurred by the latter attorney fees in connection with such claim or liability; provided that the action’s defense other than reasonable costs of investigation. An indemnified party Party shall have the right be entitled at its own expense 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 (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it 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 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 adequately represent the 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, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) 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 or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partyliability with its own counsel and at its own expense.

Indemnification Procedures. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereofthe preceding Sections of this Article V, the indemnified party will, if a resulting claim in respect thereof is to be made or may be made against an any indemnifying party, give written notice to such the indemnifying party of the commencement of the action. The failure of any indemnified party to give notice shall not relieve the indemnifying party of its obligations in this Article V, except to the extent that the indemnifying party 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 participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigationdefense. 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 (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it 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 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 adequately represent the 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, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent will not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) 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 or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified party.

Indemnification Procedures. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in Section 5.1 3.4(a) and Section 5.2 hereof3.4(b), the indemnified party will, if a resulting claim in respect thereof is to be made or may be made against an and indemnifying party, give written notice to such the indemnifying party of the commencement of the action. The failure of any indemnified party to give notice shall not relieve the indemnifying party of its obligations in this Article VSection 3.4, except to the extent that the indemnifying party 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 participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigationdefense. 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 (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it 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 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 adequately represent the 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, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) 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 or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified party.

Indemnification Procedures. Promptly after receipt by an indemnified party Indemnitee of written notice of the commencement of any action involving or proceeding with respect to which a claim referred for indemnification may be made pursuant to in this Section 5.1 and Section 5.2 hereof6.4, the indemnified party such Indemnitee will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such indemnifying party the latter of the commencement of such action or proceeding; provided that the action. The failure of any indemnified party the Indemnitee to give notice as provided herein shall not relieve the indemnifying party of its obligations in under this Article VSection 6.4, except to the extent that the indemnifying party is actually materially prejudiced by the such failure to give notice. If In case any such action or proceeding is brought against an indemnified partyIndemnitee, the indemnifying party will be entitled to participate in and to assume the defense of thereof (at its expense), jointly with any other indemnifying party similarly notified to the action extent that it may wish, with counsel reasonably satisfactory to the indemnified partysuch Indemnitee, and after notice from the indemnifying party to such indemnified party Indemnitee of its election so to assume the defense of the actionthereof, the indemnifying party will not be liable to such indemnified party Indemnitee for any legal or other expenses subsequently incurred by the latter in connection with the action’s defense thereof other than reasonable costs of investigationinvestigation and shall have no liability for any settlement made by the Indemnitee without the consent of the indemnifying party, such consent not to be unreasonably withheld. An indemnified Notwithstanding the foregoing, if in such Indemnitee’s reasonable judgment a conflict of interest between such Indemnitee and the indemnifying parties may exist in respect of such action or proceeding or the indemnifying party does not assume the defense of any such action or proceeding within a reasonable time after notice of commencement, the Indemnitee shall have the right to employ separate counsel in any action assume or proceeding and participate in the continue its own defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it 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 any reasonable expenses therefor, but in no event will bear the reasonable fees and expenses of for more than one separate firm of attorneys (counsel for all Indemnitees in addition to all local counsel which is necessary, each jurisdiction who shall be approved by the Principal Participating Holders in the good faith opinion registration in respect of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all which such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense indemnification is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld)sought. No indemnifying party will settle any action or proceeding or consent to the entry of any judgment without the prior written consent of the Indemnitee, unless such settlement or enter into any settlement which judgment (i) does not include includes as an unconditional term thereof the giving by the claimant or plaintiff, to the indemnified party, plaintiff of a release to such Indemnitee from all liability in respect of such claim action or litigation or proceeding and (ii) involves does not involve the imposition of equitable remedies or the imposition of any non-obligations on such Indemnitee and does not otherwise adversely affect such Indemnitee, other than as a result of the imposition of financial obligations on the for which such Indemnitee will be indemnified partyhereunder.

Indemnification Procedures. Promptly after receipt by an indemnified party If a Party (the “Indemnitee”) intends to claim indemnification under this Article 8 (Indemnification; Limitation of notice Liability) it will promptly notify the indemnifying Party (the “Indemnitor”) in writing of any claim, demand, action or other proceeding for which the Indemnitee intends to claim such indemnification, and the Indemnitor will assume control of the commencement defense thereof, with counsel of its choice; provided that Indemnitor will not settle any action involving such proceeding in a claim referred manner that requires the Indemnitee to admit to any legal violation or assume any liability that is not paid for in Section 5.1 and Section 5.2 hereofits entirety by Indemnitor without Indemnitee’s prior written consent, the indemnified party will, if a claim in respect thereof is not to be made or may be made against an indemnifying party, give written notice to such indemnifying party of the commencement of the actionunreasonably withheld. The failure of any indemnified party to give notice shall not relieve the indemnifying party of its obligations in this Article V, except to the extent that the indemnifying party is actually prejudiced by the failure to give notice. If any such action is brought against an indemnified party, the indemnifying party Indemnitee will be entitled to participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate retain its own counsel in any action or proceeding and participate in the defense thereof, but with the fees and expenses to be paid at its own expense. The indemnity agreement in this Article 8 (Indemnification; Limitation of Liability) will not apply to amounts paid in settlement of any claim, demand, action or other proceeding if such counsel shall be at such indemnified party’s expense unless (i) settlement is effected without the employment consent of such counsel has been specifically authorized in writing by the indemnifying partyIndemnitor, which authorization shall consent will not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory withheld or delayed unreasonably. The failure to deliver written notice to the indemnified party Indemnitor within thirty (30) days a reasonable time after notice the commencement of any such action, if prejudicial to its ability to defend such action, will relieve such Indemnitor of any liability or obligation to the Indemnitee under this Article 8 (Indemnification; Limitation of Liability). The Party claiming indemnification under this Article 8 (Indemnification; Limitation of Liability), its employees and agents, will reasonably cooperate with the Indemnitor and its legal representatives in the investigation of any claim, demand, action or proceeding, or (iii) the named parties to any such action or other proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised covered by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it 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 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 adequately represent the 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, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) 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 or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partythis indemnification.

Indemnification Procedures. Promptly after receipt by an indemnified party of a person receives notice of a claim or the commencement of any an action involving a claim referred for which the person intends to in seek indemnification under Section 5.1 and Section 5.2 hereof8.1, the indemnified party will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such person will notify the indemnifying party in writing of the claim or commencement of the action. The , suit or proceeding; provided, however, that failure of any indemnified to notify the indemnifying party to give notice shall will not relieve the indemnifying party of its obligations in this Article Vfrom liability under Section 8.1, except to the extent that the indemnifying party is actually it has been materially prejudiced by the failure to give notice. If any such action is brought against an indemnified party, the 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 satisfactory to it. After an indemnifying party notifies an indemnified party that the indemnifying party wishes to assume the defense of the action with counsel reasonably satisfactory to the indemnified partya claim, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, suit or proceeding, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter indemnified party in connection with the defense against the claim, action’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate counsel in any action , suit or proceeding and participate except that if, in the defense thereof, but the fees and expenses opinion of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by to the indemnifying party, which authorization shall not one or more of the indemnified parties should be unreasonably withheldseparately represented in connection with a claim, (ii) action, suit or proceeding, the 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it 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 will pay 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 adequately represent the parties. Each 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, as a condition to receiving indemnification as provided in Section 8.1, will cooperate in all reasonable respects with the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry in the defense of any judgment action or enter into any settlement claim as to which (i) 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 or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified party.indemnification is

Indemnification Procedures. Promptly after receipt by an indemnified Each party of shall provide prompt notice of to the commencement other of any action involving a claim referred actual or threatened Loss or Claim of which the other becomes aware; provided, that the failure to in Section 5.1 and Section 5.2 hereof, the indemnified party will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such indemnifying party of the commencement of the action. The failure of any indemnified party to give provide prompt notice shall not relieve the indemnifying party of its obligations in this Article V, except only be a bar to recovering Losses or Claims to the extent that a party was prejudiced by such failure. In, the event of any such actual or threatened Loss or Claim, each party shall provide the other information and assistance as the other shall reasonably request for purposes of defense, and each party shall receive from the other all necessary and reasonable cooperation in such defense including, but not limited to, the services of employees of the other party who are familiar with the transactions or occurrences out of which any such Loss or Claim may have arisen. It shall be a condition to indemnification that the indemnifying party be allowed to control the response to and any settlement or defense of any Claim, or the portion of any Claim, as to which indemnification is actually prejudiced by the failure to give notice. If any such action is brought against an indemnified party, sought at the indemnifying party will be entitled to participate in party's sole expense and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after of its own choosing. After notice from the indemnifying party to such the indemnified party of its election to assume the defense of the actiona Claim, the indemnifying party will not be liable to such the indemnified party for any legal or other expenses incurred by the latter indemnified party in connection with the action’s defense such Claim under this Agreement, other than the indemnified party's reasonable costs of investigationinvestigation or participation in such Claim, and except as provided below. An The indemnified party shall have the right to employ separate its own counsel in any action or proceeding and participate in the defense thereofsuch Claim, but the fees and expenses of such counsel incurred after notice from the indemnifying party of its assumption of the defense of such Claim shall be at such the expense of the indemnified party’s expense , unless (i) the employment of such counsel by the indemnified party has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice shall have reasonably concluded that there may be a conflict of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and interest between the indemnifying party and the indemnified party shall have been advised by in the conduct of the defense of such counsel that there may be one Claim, or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case iii) the indemnifying party shall not in fact have the right employed counsel to assume the defense of such action or proceeding on behalf Claim, in each of which cases the fees and expenses of the indemnified party), it 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 all local 's 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 adequately represent the 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 paid by the indemnifying party, . Neither party shall have the indemnifying party will not be subject right to settle any liability for any settlement made without its consent (not Claim or agree to be unreasonably withheld). No indemnifying party will consent to the entry of any judgment or enter into other relief without the prior consent of the other party, which consent shall not be withheld unreasonably; provided that the indemnifying party may settle any settlement which (i) does not include as an unconditional term the giving by the claimant Claim or plaintiff, agree to the indemnified party, of a release from all liability in respect of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition entering of any non-financial obligations on judgment or relief if such settlement, judgment or relief includes .a complete release of the indemnified partyparty from the Claims at issue.

Indemnification Procedures. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred Any Person entitled to in Section 5.1 and Section 5.2 hereof, the indemnified party will, if a claim in respect thereof is to be made or may be made against an indemnifying party, indemnification hereunder will (i) give prompt written notice to such indemnifying party of the commencement of the action. The failure of any indemnified party to give notice shall not relieve the indemnifying party of its obligations in this Article V, except any claim with respect to the extent which it seeks indemnification (provided that the indemnifying party is actually prejudiced by the failure to give notice. If prompt notice shall not impair any Person’s right to indemnification hereunder to the extent such action is brought against an indemnified party, failure has not adversely affected the indemnifying party will be entitled to participate in party) and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to (ii) unless such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. 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 (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel concluded that there may be one or more legal defenses available to the such indemnified 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 (in which case the indemnifying party shall not have the right to participate therein with counsel of its choice), permit such indemnifying party to assume the defense of such action or proceeding on behalf claim and after notice from the indemnifying party of its election so to assume the indemnified party)defense thereof, it being understood, however, that the indemnifying party shall not, not be responsible for any legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If such defense is assumed, the indemnifying party may not enter into any one 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 from all liability in respect of such action or separate but substantially similar proceeding, and (ii) does not involve any admission by, the imposition of any non-monetary remedies or related actions in obligations on or otherwise adversely affect any person entitled to indemnification. For purposes of clause (ii) preceding, such settlement may involve the same jurisdiction arising out imposition only of financial obligations, which shall be wholly borne by the same general allegations indemnifying party. An indemnifying party who is not entitled to, or circumstanceselects not to, assume the defense of a claim will not be liable for obligated to pay the reasonable fees and expenses of more than one separate firm of attorneys (in addition counsel for all parties indemnified by such indemnifying party with respect to all local counsel which is necessarysuch claim, unless in the good faith opinion reasonable judgment of both counsel for the indemnifying party and counsel for the any indemnified party in order to adequately represent the indemnified parties) for the a conflict of interest may exist between such 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, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) 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 other of such claim or litigation or indemnified parties with respect to such claim, except for conflicts of interest that exist between holders of Investor Registrable Securities and except for conflicts that exist between Stockholders (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partyother than Class B Permitted Holders and Investor Registrable Securities).

Indemnification Procedures. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in Section 5.1 4.4(a) and Section 5.2 hereof4.4(b), the indemnified party will, if a resulting claim in respect thereof is to be made or may be made against an and indemnifying party, give written notice to such the indemnifying party of the commencement of the action. The failure of any indemnified party to give notice shall not relieve the indemnifying party of its obligations in this Article VSection 4.4, except to the extent that the indemnifying party 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 participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigationdefense. 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 (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it 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 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 adequately represent the 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, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) 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 or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified party.

Indemnification Procedures. Promptly after receipt by an The indemnified party shall (i) give -------------------------- the indemnifying party prompt written notice of such action, or proceeding (and in no event more than seven (7) Business Days following the indemnified party's receipt of notice of such suit, action or proceeding), (ii) at the commencement of any action involving a indemnifying party's request and expense, permit the indemnifying party, through its counsel, to defend such claim referred or suit, and (iii) give the indemnifying party reasonable information, assistance and authority to do so. To the extent the indemnified party fails to provide notice as required above and such failure hinders the indemnifying party's ability to perform its indemnification obligations set forth in Section 5.1 3.5, then such indemnification obligations shall be waived to an extent commensurate with the hindrance caused by such delay in notification or failure to notify. The indemnifying party shall have exclusive control of the defense if it elects to defend any such suit, including appeals, negotiations and Section 5.2 hereofthe right to effect a settlement or compromise thereof (provided that, as a condition to any such settlement or compromise, the indemnified party will, if a claim in respect thereof is to be made shall not incur any liability or obligation). The indemnified party may be made against an represented by counsel at its own expense in any action being defended by the indemnifying party. Notwithstanding anything to the contrary contained in the foregoing, give written notice to such indemnifying party of in the commencement of event Service Provider is the action. The failure of any indemnified party with respect to give notice shall not relieve the indemnifying party of its obligations in this Article Vany intellectual property claim, except to the extent that the indemnifying party 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 participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party Service Provider shall have the right to employ separate counsel in exclusive control of the defense, at Recipient's reasonable cost and expense, if it elects to defend any action such suit, including appeals, negotiations and the right to effect a settlement or proceeding and compromise thereof; provided, however that Recipient shall have the right to participate in settlement negotiations, if any, and shall have the defense thereof, but the fees and expenses of right to approve such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying partysettlement, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense delayed or conditioned. Recipient shall reimburse Service Provider for all of Service Provider's reasonable costs 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, expenses 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 defense 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 adequately represent the 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, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment damages or enter into other liability in connection therewith, including any settlement which (i) 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 or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partyobligations.

Indemnification Procedures. Promptly after After receipt by an a party entitled to indemnification (“indemnified party party”) under this Article VIII of notice of the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party willaction, if a claim in respect thereof is to be made or may be made by the indemnified party against an any person obligated to provide indemnification under this Article VIII (“indemnifying party”), give written notice to such indemnified party will notify the indemnifying party in writing of the commencement of thereof as soon as practicable thereafter, provided that the action. The failure of any indemnified party omission to give notice shall not relieve so notify the indemnifying party of its obligations in will not relieve it from any liability under this Article VVIII, except to the extent that the omission results in a failure of actual notice to the indemnifying party and such indemnifying party is actually prejudiced by damaged solely as a result of the failure to give such notice. If any such action is brought against an The indemnifying party, upon the request of the indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with shall retain counsel reasonably satisfactory to the indemnified party, party to represent the indemnified party and after notice from any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such indemnified party of its election to assume defense of the actionproceeding. In any such proceeding, 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 retain its own counsel in any action or proceeding and to participate in the defense thereofof such proceeding, but the fees and expenses of such counsel shall be at the expense of such indemnified party’s expense party unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by mutually agreed to the retention of such counsel that there may be one or more legal defenses available (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party that are different from and representation of both parties by the same counsel would be inappropriate due to actual or additional to those available to the indemnifying party (in which case the potential differing interests between them. The indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it 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 any settlement 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 any proceeding effected without its written consent but if settled with such consent or if there be a final judgment against the indemnified party in order to adequately represent the 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, the indemnifying party will not agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, entitled to the indemnified party, benefits of a release from all liability the indemnification contained in respect this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partythis Agreement.

Indemnification Procedures. Promptly after receipt In case any claim or proceeding (including, without limitation, any claim, investigation or proceeding by an any governmental authority) shall be instituted affecting any indemnified party person in respect of notice of the commencement of any action involving a claim referred which indemnity will be sought pursuant to in Section 5.1 and 8.2 or Section 5.2 8.3 hereof, such indemnified person shall promptly (considering the circumstances) notify the indemnifying person in writing, and the indemnifying person, within thirty (30) days following such notification from the indemnified party willperson, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such indemnifying party of the commencement of the action. The failure of any indemnified party to give notice shall not relieve the indemnifying party of its obligations in this Article V, except to the extent that the indemnifying party 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 participate in and to assume the defense of the action with retain counsel reasonably satisfactory to the indemnified partyperson (which satisfaction shall not be unreasonably delayed, withheld or conditioned) to represent the indemnified person and any others the indemnifying person may designate in such proceeding, and after notice from shall pay the indemnifying party fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party person shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereofretain its own counsel, but the fees and expenses disbursements of such counsel shall be at the expense of such indemnified party’s expense unless person unless: (i) the employment of such indemnifying person shall have failed to retain counsel has been specifically authorized in writing by for the indemnifying party, which authorization shall not be unreasonably withheldindemnified person as required herein; or, (ii) counsel retained by the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to person for the indemnified party within thirty (30) days after notice of person would be inappropriate due to actual or potential differing interests between such indemnified person and any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised other person represented by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, proceeding. It is understood that the indemnifying party person shall not, in connection with any one such action or separate but substantially similar proceeding or related actions proceedings in the same jurisdiction arising out of the same general allegations or circumstancesjurisdiction, be liable for the reasonable fees and expenses disbursements of more than one separate firm of attorneys (qualified in addition such jurisdiction to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and act as counsel for the indemnified party in order to adequately represent the indemnified parties) person. The indemnifying person shall not be liable for any settlement of any proceeding effected without its written consent, but, if settled with such consent, or upon a final judgment 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 partyplaintiff, the indemnifying party will person shall, to the extent required pursuant to the terms of this Article VII, indemnify the indemnified person from and against any and all Liabilities by reason of such settlement or judgment. The indemnified person shall also have the right to consent in writing in advance of any such settlement, but such consent shall not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld. If any third-party claim is made for which indemnification is asserted hereunder (a “Third-Party Claim”), or in the event any claim for indemnification is made directly by one party against the other (a “Direct Claim”), in the event such Third-Party Claim or Direct Claim is unsuccessful, the party against whom such claim for indemnification is made shall be entitled to recover from the party claiming a right to indemnification all Liabilities incurred by the party against whom such claim for indemnification is made in the defense of such Third-Party Claim or Direct Claim for indemnification. No indemnifying party will consent to entry pre-proceeding settlement of any judgment or enter into any settlement item which (i) does will give rise to a claim for indemnification hereunder shall be effected in the absence of the prior written consent of the indemnifying person, which consent shall 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 or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partybe unreasonably withheld.

Indemnification Procedures. Promptly after receipt by an indemnified party of a person receives notice of a claim or the commencement of any action involving a claim referred an action, suit or proceeding for which the person intends to in Section 5.1 and Section 5.2 hereofseek indemnification under Paragraph (a) or (b), the indemnified party will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such person will notify the indemnifying party in writing of the claim or commencement of the action. The , suit or proceeding, but failure of any indemnified to notify the indemnifying party to give notice shall will not relieve the indemnifying party of its obligations in this Article Vfrom liability under Paragraph (a) or (b), except to the extent that the indemnifying party is actually has been materially prejudiced by the failure to give notice. If any such action is brought against an indemnified party, the 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, action, suit or proceeding is brought, the indemnifying party may (but will not be required to) assume the defense against the claim, action, 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 assume the defense of the action with counsel reasonably satisfactory to the indemnified partya claim, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, suit or proceeding the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter indemnified party in connection with the defense against the claim, action’s defense other than reasonable costs , suit or proceeding, except that if, in the opinion of investigation. An legal counsel to the indemnifying party, one or more of the indemnified party shall have the right to employ separate counsel parties should be separately represented in any action connection with a claim, action, suit or proceeding and participate in the defense thereof, but indemnifying party will pay the fees and expenses of such one separate counsel shall be at such for the indemnified parties. Each indemnified party’s , as a condition precedent to receiving indemnification as provided in Paragraph (a) or (b), will, at the cost and expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) cooperate in all reasonable respects with the 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action the claim, action, suit or proceeding on behalf of the indemnified party), it 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 as to all local counsel which indemnification is 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 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, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld)sought. No indemnifying party will consent to entry be liable for any settlement of any judgment claim, action, suit or enter into any settlement which (i) does not include as an unconditional term proceeding effected without its prior written consent. No indemnifying party will, without the giving by the claimant or plaintiff, to prior written consent of the indemnified party, effect any settlement of a pending or threatened claim, action or proceeding with respect which an indemnified party is, or is informed that it may be, made a party and for which it would be entitled to indemnification, unless the settlement includes an unconditional release of the indemnified party from all liability in respect and claims which are the subject matter of such claim the pending or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partythreatened action.

Indemnification Procedures. Promptly after receipt by an indemnified party of a person receives notice of a claim or the commencement of any an action involving a claim referred for which the person intends to in seek indemnification under paragraph (a) or (b) of Section 5.1 and Section 5.2 hereof9.1, the indemnified party will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such person shall notify the indemnifying party in writing of the claim or commencement of the action. The , suit or proceeding, but failure of any indemnified to notify the indemnifying party to give notice shall not relieve the indemnifying party from liability under paragraph (a) or (b) of its obligations in this Article VSection 9.1, except to the extent that the indemnifying party is actually it has been materially prejudiced by the failure to give notice. If any such action is brought against an indemnified party, the The indemnifying party will shall 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 shall not be required to) assume the defense against the claim, action, suit or proceeding with counsel satisfactory to it. After an indemnifying party notifies an indemnified party that the indemnifying party wishes to assume the defense of the action with counsel reasonably satisfactory to the indemnified partya claim, and after notice from action, suit or proceeding the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will shall not be liable to such indemnified party for any legal or other expenses incurred by the latter indemnified party in connection with the defense against the claim, action’s defense other than reasonable costs , suit or proceeding except that if, in the opinion of investigation. An 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 shall have pay the right to employ separate counsel in any action or proceeding and participate in the defense thereof, but the reasonable fees and expenses of such one separate counsel for the indemnified parties. Each indemnified party, as a condition to receiving indemnification as provided in Paragraph (a) or (b) or Section 9.1, shall 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 shall be at such liable for any settlement of any action effected without its prior written consent. No indemnifying party shall, without the prior written consent of the indemnified party’s expense , 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 provided for in this Agreement is not available to, or is not sufficient to hold harmless, an indemnified party in respect of any loss or liability referred to in paragraph (a) or (b) of Section 9.1, 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 the loss or liability, (i) in the employment of such counsel has been specifically authorized in writing proportion which is appropriate to reflect the relative benefits received by the indemnifying partyparty on the one hand and by the indemnified party on the other from the sale of stock which is the subject of the claim, action, suit or proceeding which authorization shall not be unreasonably withheld, 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 indemnifying party has not assumed relative benefits of the defense and employed counsel reasonably satisfactory to sale of stock, but also the indemnified party within thirty (30) days after notice relative fault of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available with respect to the indemnified party that statements or omissions which are different from or additional to those available to the indemnifying party (in which case subject of the indemnifying party shall not have the right to assume the defense of such action claim, action, suit or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions resulted in the same jurisdiction arising out of the same general allegations loss or circumstancesliability, 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 adequately represent the 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, the indemnifying party will not be subject to well as any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) 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 or (ii) involves the imposition of other relevant equitable remedies or the imposition of any non-financial obligations on the indemnified partyconsiderations.

Indemnification Procedures. Promptly after receipt by an indemnified party of notice of The indemnitee shall promptly notify the commencement indemnitor in writing of any action involving a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party will, if a claim in respect thereof is to be made or that may be made against an indemnifying partythe subject of indemnification under this Article 8; provided, give written notice to such indemnifying party of however, that the commencement of the action. The failure of any indemnified party an indemnitee to give notice so notify the indemnitor shall not relieve the indemnifying party indemnitor of its indemnification obligations in this Article V, except hereunder to the extent that such failure does not actually prejudice the indemnifying party is actually prejudiced by indemnitor with respect to such claim. The indemnitee shall have the failure right (but not the obligation) to give notice. If any defend such action is brought against an indemnified party, or proceeding by retaining attorneys of its own selection to represent it at the indemnifying party will be entitled indemnitor’s reasonable expense; provided that the indemnitor shall in all events have the right to participate in and to assume such defense. Indemnitee shall not compromise or settle any such claim or action without the defense prior approval of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigationindemnitor. An indemnified party Indemnitor shall have the right to employ separate counsel in sole and exclusive control of the matter upon written notice to the indemnitee that indemnitor shall take full responsibility for all costs, fees, obligations and damages associated with such claim. Indemnitor shall not compromise or settle any claim or action or proceeding without the prior approval of the indemnitee and participate in the defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization Indemnitor shall not be unreasonably withheld, (ii) permitted to take actions that would materially adversely affect indemnitee. In the indemnifying party has not assumed event of disagreement among the defense and employed counsel reasonably satisfactory parties with respect to the indemnified settlement or handling of a third party within thirty (30) days after notice matter, the parties agree to seek the immediate assistance of any such a mediator to assist the parties in resolving the matter taking into account the detrimental impact of the proposed action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it 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 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 adequately represent the 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, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) 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 or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations inaction on the indemnified party.parties respective businesses

Indemnification Procedures. Promptly after receipt by an indemnified party Indemnitee of written notice of the commencement of any action involving or proceeding with respect to which a claim referred for indemnification may be made pursuant to in this Section 5.1 and Section 5.2 hereof3.4, the indemnified party such Indemnitee will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such indemnifying party the latter of the commencement of such action or proceeding; provided, that the action. The failure of any indemnified party the Indemnitee to give notice as provided herein shall not relieve the indemnifying party of its obligations in under this Article VSection 3.4, except to the extent that the indemnifying party is actually materially prejudiced by the such failure to give notice. If In case any such action or proceeding is brought against an indemnified partyIndemnitee, the indemnifying party will be entitled to participate in and to assume the defense of thereof (at its expense), jointly with any other indemnifying party similarly notified to the action extent that they may wish, with counsel reasonably satisfactory to the indemnified partysuch Indemnitee, and after notice from the indemnifying party to such indemnified party Indemnitee of its election so to assume the defense of the actionthereof, the indemnifying party will not be liable to such indemnified party Indemnitee for any legal or other expenses subsequently incurred by the latter in connection with the action’s defense thereof other than reasonable costs of investigation, and shall have no liability for any settlement made by the Indemnitee without the consent of the indemnifying party, such consent not to be unreasonably withheld. An indemnified Notwithstanding the foregoing, if in such Indemnitee’s reasonable judgment a conflict of interest between such Indemnitee and the indemnifying parties may exist in respect of such action or proceeding or the indemnifying party does not assume the defense of any such action or proceeding within a reasonable time after notice of commencement, the Indemnitee shall have the right to employ separate counsel in any action assume or proceeding and participate in the continue its own defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it 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 any reasonable expenses therefor, but in no event will bear the reasonable fees and expenses of for more than one separate firm of attorneys (counsel for all Indemnitees in addition to all local counsel which is necessary, each jurisdiction who shall be approved by the Principal Participating Holders in the good faith opinion registration in respect of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all which such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense indemnification is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld)sought. No indemnifying party will settle any action or proceeding or consent to the entry of any judgment without the prior written consent of the Indemnitee, unless such settlement or enter into any settlement which judgment (i) does not include includes as an unconditional term thereof the giving by the claimant or plaintiff, to the indemnified party, plaintiff of a release to such Indemnitee from all liability in respect of such claim action or litigation or proceeding, and (ii) involves does not involve the imposition of equitable remedies or the imposition of any non-obligations on such Indemnitee, and does not otherwise adversely affect such Indemnitee, other than as a result of the imposition of financial obligations on the for which such Indemnitee will be indemnified partyhereunder.

Indemnification Procedures. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereofthe preceding Sections of this Article V, the indemnified party will, if a resulting claim in respect thereof is to be made or may be made against an and indemnifying party, give written notice to such the indemnifying party of the commencement of the action. The failure of any indemnified party to give notice shall not relieve the indemnifying party of its obligations in this Article V, except to the extent that the indemnifying party 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 participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigationdefense. 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 (ia) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (iib) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) 60 days after notice of any such action or proceeding, or (iiic) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it 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 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 adequately represent the 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, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld)consent. No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) 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 or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified party.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Article VI or any affiliate, partners, directors, agents, employees and controlling persons, as the case may be, of notice of the any claim or other commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereofrespect of which indemnity may be sought, the such indemnified party will, if a claim in respect thereof will notify each party against whom indemnification is to be made sought in writing of the receipt or may be made against commencement thereof (but the failure so to notify an indemnifying party, give written notice party shall not relieve it from any liability or obligation that it may have under this Article VI or otherwise unless the failure to such notify promptly shall actually prejudice or harm the indemnifying party of the commencement of the action. The and in such case, such failure of will not in any indemnified party to give notice shall not event relieve the indemnifying party of its from any obligations other than the indemnification obligation provided in this Article V, except to the extent that the indemnifying party is actually prejudiced by the failure to give noticeVI). If any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. 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 (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the The indemnifying party shall not have the right to assume the defense of such claim or action or proceeding on behalf (including the employment of counsel reasonably satisfactory to the indemnified partyparties and the payment of fees and expenses of such counsel), it being understood, however, that . The indemnified party shall cooperate with the indemnifying party and such party's counsel in the defense of such claim or action. The indemnifying party shall not, not in connection with any one such claim or action or separate but substantially similar related claims 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 for all of the indemnified parties unless the defense of one indemnified party is unique or separate from that of another indemnified party or one or more legal defenses are available to all local counsel which is necessary, in an indemnified party but not to other indemnified parties subject to the good faith opinion of both counsel for same claim or action. In the event the indemnifying party and counsel for does not promptly assume the defense of a claim or action, the indemnified party in order parties shall have the right to adequately represent employ counsel reasonably satisfactory to the indemnified parties) for , at their expense, to defend such claim or action. The indemnified party shall not admit any liability with respect to the claim or action or settle, compromise, pay or discharge the same without the prior written consent of the indemnifying party so long as the indemnifying party is reasonably contesting or defending the same in good faith. The indemnifying party shall not compromise, settle or discharge any claim or action without the indemnified party's consent, as applicable, which consent will not be unreasonably withheld, unless there is no finding or admission of any violation of any law against 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 the sole relief is assumed monetary damages paid in full by the indemnifying party, the indemnifying party will not be subject . Any right to trial by jury with respect to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry action or proceeding arising in connection with or as a result of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving matter referred to in this Agreement is hereby waived by the claimant parties hereto. The provisions of this Article VI shall survive any termination or plaintiff, to the indemnified party, completion of a release from all liability in respect of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partythis Agreement.

Indemnification Procedures. Promptly after receipt by an indemnified party Indemnitee of written notice of the commencement of any action involving or proceeding with respect to which a claim referred for indemnification may be made pursuant to in this Section 5.1 and Section 5.2 hereof3.4, the indemnified party such Indemnitee will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such indemnifying party the latter of the commencement of such action or proceeding; provided that the action. The failure of any indemnified party the Indemnitee to give notice as provided herein shall not relieve the indemnifying party of its obligations in under this Article VSection 3.4, except to the extent that the indemnifying party is actually materially prejudiced by the such failure to give notice. If In case any such action or proceeding is brought against an indemnified partyIndemnitee, the indemnifying party will be entitled to participate in and to assume the defense of thereof (at its expense), jointly with any other indemnifying party similarly notified to the action extent that it may wish, with counsel reasonably satisfactory to the indemnified partysuch Indemnitee, and after notice from the indemnifying party to such indemnified party Indemnitee of its election so to assume the defense of the actionthereof, the indemnifying party will not be liable to such indemnified party Indemnitee for any legal or other expenses subsequently incurred by the latter in connection with the action’s defense thereof other than reasonable costs of investigationinvestigation and shall have no liability for any settlement made by the Indemnitee without the consent of the indemnifying party, such consent not to be unreasonably withheld. An indemnified Notwithstanding the foregoing, if an Indemnitee reasonably objects to such assumption of defense on the grounds that a conflict of interest between such Indemnitee and the indemnifying parties may exist in respect of such action or proceeding or the indemnifying party does not assume the defense of any such action or proceeding within a reasonable time after notice of commencement, or does not vigorously defend, the Indemnitee shall have the right to employ separate counsel in any action assume or proceeding and participate in the continue its own defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available shall, subject to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it 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 circumstancesSection 3.4.4, be liable for any reasonable expenses therefor, but in no event will bear the reasonable fees and expenses of for more than one separate firm of attorneys (counsel for all Indemnitees in addition to all local counsel which is necessary, each jurisdiction who shall be approved by the Board of Directors in the good faith opinion disposition in respect of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all which such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense indemnification is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld)sought. No indemnifying party will settle any action or proceeding or consent to the entry of any judgment without the prior written consent of the Indemnitee, unless such settlement or enter into any settlement which judgment (i) does not include includes as an unconditional term thereof the giving by the claimant or plaintiff, to the indemnified party, plaintiff of a release to such Indemnitee from all liability in respect of such claim action or litigation or proceeding and (ii) involves does not involve the imposition of equitable remedies or the imposition of any non-obligations on such Indemnitee and does not otherwise adversely affect such Indemnitee, other than as a result of the imposition of financial obligations on the for which such Indemnitee will be indemnified partyhereunder.

Indemnification Procedures. Promptly after receipt by a Person who may be entitled to indemnification under this Section 5.3 (an "indemnified party party") of notice of the commencement of any action involving a claim referred to in (including, but not limited to, any governmental action) for which indemnification may be available under this Section 5.1 and Section 5.2 hereof5.3, the such indemnified party will, if a claim in respect thereof is to be made or may be made against any Person who must provide indemnification under this Section 5.3 (an "indemnifying party"), give deliver to the indemnifying party a written notice to such indemnifying party of the commencement of the action. The failure of any indemnified party to give notice shall not relieve thereof, and the indemnifying party of its obligations shall have the right to participate in this Article Vand, except to the extent that the indemnifying party is actually prejudiced by the failure to give notice. If so desires, jointly with any such action is brought against an indemnified party, the other indemnifying party will be entitled to participate in and similarly notified, to assume the defense of the action thereof with counsel reasonably mutually satisfactory to the indemnified partyparties; provided, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the actionhowever, 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 that an indemnified party shall have the right to employ separate retain its own counsel in any action or proceeding (and participate in the defense thereof, but the reasonable fees and expenses of such counsel shall be at such indemnified paid by the indemnifying party’s expense unless ) and assume its own defense if (i) the employment retention of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed failed to promptly assume the defense and employed employ counsel reasonably satisfactory acceptable to the indemnified party within thirty (30) days after the indemnifying party has received the notice of any such action or proceedingthe indemnification matter from the indemnified party, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include include, but are not limited to, both the indemnified party and the indemnifying party party, and the indemnified party shall have been advised representation of both parties by such the same counsel that there may would be one or more legal defenses available inappropriate due to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense a material conflict of such action or proceeding on behalf of the indemnified party), it being interest between them. It is 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 circumstancesjurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (for all indemnified parties unless the indemnified parties in addition to all local counsel which is necessary, in the good faith opinion conclude and are advised by their counsel that there is an actual or potential conflict of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent interest among the indemnified parties) for the . The failure of any indemnified party to give notice as provided herein shall not release any indemnifying party of its indemnification obligations provided for in Section 5.3(a) or 5.3(b) except to the extent that the party to whom notice was not given was unaware of the proceeding to which such notice would have related and that all was materially prejudiced by the failure to give such fees notice. Each indemnified party shall furnish such information regarding itself or the claim in question as an indemnifying party may reasonably request in writing and expenses as shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a reasonably required in connection with the defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) 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 and litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partyresulting therefrom.

Indemnification Procedures. Promptly after receipt by an indemnified party of a person receives notice of a claim or the commencement of any an action involving a claim referred for which the person intends to in seek indemnification under Section 5.1 and Section 5.2 hereof8.1, the indemnified party will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such person will notify the indemnifying party in writing of the claim or commencement of the action. The , suit or proceeding; provided, however, that failure of any indemnified to notify the indemnifying party to give notice shall will not relieve the indemnifying party of its obligations in this Article Vfrom liability under Section 8.1, except to the extent that the indemnifying party is actually it has been materially prejudiced by the failure to give notice. If any such action is brought against an indemnified party, the 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 satisfactory to it. After an indemnifying party notifies an indemnified party that the indemnifying party wishes to assume the defense of the action with counsel reasonably satisfactory to the indemnified partya claim, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, suit or proceeding, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter indemnified party in connection with the defense against the claim, action’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate counsel in any action , suit or proceeding and participate except that if, in the defense thereof, but the fees and expenses opinion of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by to the indemnifying party, which authorization shall not one or more of the indemnified parties should be unreasonably withheldseparately represented in connection with a claim, (ii) action, suit or proceeding, the 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it 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 will pay 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 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 order the defense of any action or claim as to adequately represent 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 partiesparty that is entitled to reimbursement pursuant to this Article VII shall have requested (by written notice provided in accordance with Section 9.4) for an indemnifying party to reimburse the indemnified party and that all such 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) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. 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 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 they are incurred upon written request and presentation to which such indemnified party is entitled to indemnification thereunder, each indemnifying party shall, in lieu of invoices. Whether indemnifying the indemnified party, contribute to the amount paid or not payable by the indemnified party as a defense result of such loss or liability, (i) in the proportion which is assumed appropriate to reflect the relative benefits received by the indemnifying party, on the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving one hand, and by the claimant or plaintiff, to the indemnified party, on the other hand, from the sale of a release from all Shares which is the subject of the claim, action, suit or proceeding which resulted in the loss or liability in respect of such claim or litigation or (ii) involves if the imposition 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 equitable remedies or the imposition of any non-financial obligations indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to the statements or omissions which are the subject of the claim, action, suit or proceeding 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 of notice of the commencement of any action involving a claim referred Any person entitled to in Section 5.1 and Section 5.2 hereof, the indemnified party will, if a claim in respect thereof is to be made or may be made against an indemnifying party, indemnification hereunder shall (i) give written prompt notice to such indemnifying party of the commencement of the action. The failure of any indemnified party to give notice shall not relieve the indemnifying party of its obligations in this Article V, except any claim with respect to the extent that the which it seeks indemnification and (ii) permit such indemnifying party 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 participate in and to assume the defense of the action such claim with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party ; provided that any person entitled to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party indemnification hereunder shall have the right to employ separate counsel in any action or proceeding and to participate in the defense thereofof such claim, but the fees and expenses of such counsel shall be at the expense of such indemnified party’s expense person, unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (iia) the indemnifying party has not assumed agreed to pay such fees or expenses, or (b) the indemnifying party shall have failed to assume the defense of such claim and employed employ counsel reasonably satisfactory to such person or (c) in the indemnified party within thirty (30) days after notice reasonable judgment of any such action or proceedingperson, or (iii) the named parties to any based upon written advice of its counsel, a conflict of interest exists between such action or proceeding (including any impleaded parties) include the indemnified party person and the indemnifying party and with respect to such claims (in which case, if the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to person notifies the indemnifying party (in which case writing that such person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action or proceeding claim on behalf of such person); and provided, further, that the failure of any indemnified party)party to give notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, it being understood, however, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood and agreed that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions claim in the same jurisdiction arising out of the same general allegations or circumstancesjurisdiction, be liable for the reasonable fees and or expenses of more than one separate firm of attorneys (in addition to at any time for 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 adequately represent the such 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, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will will, except with the consent of the indemnified party, consent to entry of any judgment or enter into any settlement which that (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff, plaintiff to the such indemnified party, party of a release from all liability in respect of such claim or litigation or (ii) involves that includes the imposition granting of any equitable remedies relief or the imposition admission by the indemnified party of its officers, directors, managers, partners or affiliates of any non-financial obligations on the indemnified partylegal, regulatory or ethical violations.

Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 12 of any claim or notice of the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereofaction, the such indemnified party will, if a claim in respect thereof is to be made or may be made against an the indemnifying partyparty under this Section 12, give written notice to such notify the indemnifying party of the commencement of thereof; but the action. The failure of any indemnified omission so to notify the indemnifying party to give notice shall will not relieve the indemnifying party of its obligations in this Article Vfrom any liability which it may have to any indemnified party, except to the extent that the indemnifying party is actually did not otherwise have knowledge of the assertion of such claim or the commencement of the action and the indemnifying party’s ability to defend against the claim or action was prejudiced by the failure to give noticesuch failure. If In case any such action is brought against an any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in and in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, reasonably assume the defense of the action with counsel reasonably satisfactory thereof, subject to the indemnified partyprovisions herein stated, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense of the actionthereof, the indemnifying party will not be liable to such indemnified party under this Section 12 for any legal or other expenses subsequently incurred by the latter such indemnified party in connection with the action’s defense thereof other than reasonable costs of investigation, unless the indemnifying party shall not pursue the action to its final conclusion. An The indemnified party shall have the right to employ separate counsel in any such action or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at such 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’s ; 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 unless of the indemnifying party if (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, party or (ii) the 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 (action, including any impleaded parties) , include the indemnified party both 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 been advised by such counsel that there may it would be advisable for such Warrantholder or holder of the Shares to assert one or more legal defenses available to the indemnified party that a Warrantholder or a holder of Shares or controlling person which are different from or additional to those in conflict with any legal defenses which may be available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party)a Warrantholder or a holder of Shares or such controlling person, it 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 (for the Warrantholder, the holders of the Shares and their controlling persons, which firm shall be designated in addition to all local counsel which is necessary, writing by a majority in interest of such holders and controlling persons based upon the value of the securities included 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 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, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheldRegistration Statement). No indemnifying party will consent to entry settlement of any judgment or enter into any settlement which (i) does not include as action against an unconditional term indemnified party shall be made without the giving by the claimant or plaintiff, to consent of the indemnified partyand the indemnifying parties, which shall not be unreasonably withheld in light of a release from all liability in respect factors of importance to such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partyparties.

Indemnification Procedures. Promptly (a) Each Indemnitee agrees that promptly after it becomes aware of facts giving rise to a claim by it for indemnification pursuant to this Article VII, including receipt by an indemnified party it of notice of any Proceeding, by any third party with respect to any matter as to which it claims to be entitled to indemnity under the commencement provisions of any action involving this Agreement, such Indemnitee must assert its claim for indemnification under this Article VII (each, a claim referred “Claim”) by providing a written notice (a “Claim Notice”) to the Indemnifying Party allegedly required to provide indemnification protection under this Article VII specifying, in Section 5.1 and Section 5.2 hereofreasonable detail, the indemnified party willnature and basis for such Claim (e.g., if a claim in respect thereof is the underlying representation, warranty, covenant or agreement alleged to be made or may be made against an indemnifying party, give written notice to such indemnifying party of the commencement of the actionhave been breached). The failure of any indemnified party to give Such notice shall include a formal demand for indemnification under this Agreement. Notwithstanding the foregoing, an Indemnitee’s failure to send or delay in sending a third party Claim Notice will not relieve the indemnifying party of its obligations in this Article V, Indemnifying Party from liability hereunder with respect to such Claim except to the extent that the Indemnifying Party is materially prejudiced by such failure or delay and except as is otherwise provided herein. If the indemnified party knowingly failed to notify the Indemnifying Party thereof in accordance with the provisions of this Agreement in sufficient time to permit the indemnifying party is actually prejudiced by or its counsel to defend against such matter and to make a timely response thereto including any responsive motion or answer to a complaint, petition, notice or other legal, equitable or administrative process relating to the Claim, the Indemnifying Party’s indemnity obligation relating to such Claim shall be limited to the extent that such knowing failure to give noticenotify the Indemnifying Party has actually resulted in material prejudice or damage to the Indemnifying Party. If any such action is brought against an indemnified partyExcept as specifically provided herein, the indemnifying party each Indemnitee’s rights and remedies set forth in this Agreement will be entitled to participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. 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 (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice effective regardless of any such action inspection or proceedinginvestigation conducted, or the awareness of any matters acquired (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised capable or reasonably capable of being acquired), by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnitee or by its directors, officers, employees, or representatives or at any time (regardless of whether notice of such knowledge has been given to the indemnified partyIndemnifying Party), it being understood, however, that whether before or after the indemnifying party shall not, in connection Closing Date 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 adequately represent the 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, the indemnifying party will not be subject respect to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, of circumstances constituting a release from all liability in respect of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partycondition under this Agreement.

Indemnification Procedures. Promptly after receipt by an indemnified party Indemnitee of written notice of the commencement of any action involving or proceeding with respect to which a claim referred for indemnification may be made pursuant to in this Section 5.1 and Section 5.2 hereof3.4, the indemnified party such Indemnitee will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such indemnifying party the latter of the commencement of such action or proceeding; provided that the action. The failure of any indemnified party the Indemnitee to give notice shall as provided herein will not relieve the indemnifying party of its obligations in under this Article VSection 3.4, except to the extent that the indemnifying party is actually materially prejudiced by the such failure to give notice. If In case any such action or proceeding is brought against an indemnified partyIndemnitee, the indemnifying party will be entitled to participate in and to assume the defense of thereof (at its expense), jointly with any other indemnifying party similarly notified to the action extent that it may wish, with counsel reasonably satisfactory to the indemnified partysuch Indemnitee, and after notice from the indemnifying party to such indemnified party Indemnitee of its election so to assume the defense of the actionthereof, the indemnifying party will not be liable to such indemnified party Indemnitee for any legal or other expenses subsequently incurred by the latter in connection with the action’s defense thereof other than reasonable costs of investigation. An indemnified party shall investigation and will have no liability for any settlement made by the right to employ separate counsel in any action or proceeding and participate in Indemnitee without the defense thereof, but the fees and expenses consent of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall such consent not to be unreasonably withheld. Notwithstanding the foregoing, (ii) if in such Indemnitee’s reasonable judgment a conflict of interest between such Indemnitee and the indemnifying parties may exist in respect of such action or proceeding or the indemnifying party has does not assumed assume the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice of any such action or proceedingproceeding within a reasonable time after notice of commencement, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not Indemnitee will have the right to assume the or continue its own defense of such action or proceeding on behalf of the indemnified party), it 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 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 adequately represent the 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, the indemnifying party will not be subject to any liability liable for any settlement made without its consent (not to reasonable expenses therefor, but in no event will bear the expenses for more than one firm of counsel for all Indemnitees in each jurisdiction who will be unreasonably withheld)approved by the Xxxx Funds in the registration in respect of which such indemnification is sought. No indemnifying party will settle any action or proceeding or consent to the entry of any judgment without the prior written consent of the Indemnitee, unless such settlement or enter into any settlement which judgment (i) does not include includes as an unconditional term thereof the giving by the claimant or plaintiff, to the indemnified party, plaintiff of a release to such Indemnitee from all liability in respect of such claim action or litigation or proceeding and (ii) involves does not involve the imposition of equitable remedies or the imposition of any non-obligations on such Indemnitee and does not otherwise adversely affect such Indemnitee, other than as a result of the imposition of financial obligations on the for which such Indemnitee will be indemnified partyhereunder.

Indemnification Procedures. Promptly after receipt by an indemnified party of a person receives notice of a claim or the commencement of any an action involving a claim referred for which the person intends to in seek indemnification under Section 5.1 and Section 5.2 hereof8.1, the indemnified party will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such person will notify the indemnifying party in writing of the claim or commencement of the action. The , suit or proceeding; provided, however , that failure of any indemnified to notify the indemnifying party to give notice shall will not relieve the indemnifying party of its obligations in this Article Vfrom liability under Section 8.1, except to the extent that the indemnifying party is actually it has been materially prejudiced by the failure to give notice. If any such action is brought against an indemnified party, the 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 satisfactory to it. After an indemnifying party notifies an indemnified party that the indemnifying party wishes to assume the defense of the action with counsel reasonably satisfactory to the indemnified partya claim, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, suit or proceeding, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter indemnified party in connection with the defense against the claim, action’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate counsel in any action , suit or proceeding and participate except that if, in the defense thereof, but the fees and expenses opinion of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by to the indemnifying party, which authorization shall not one or more of the indemnified parties should be unreasonably withheldseparately represented in connection with a claim, (ii) action, suit or proceeding, the 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it 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 will pay 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 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 order the defense of any action or claim as to adequately represent 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 partiesparty that is entitled to reimbursement pursuant to this Article VIII shall have requested (by written notice provided in accordance with Section 9.4) for an indemnifying party to reimburse the indemnified party and that all such 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) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. 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 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 they are incurred upon written request and presentation to which such indemnified party is entitled to indemnification thereunder, each indemnifying party shall, in lieu of invoices. Whether indemnifying the indemnified party, contribute to the amount paid or not payable by the indemnified party as a defense result of such loss or liability, (i) in the proportion which is assumed appropriate to reflect the relative benefits received by the indemnifying party, on the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving one hand, and by the claimant or plaintiff, to the indemnified party, on the other hand, from the sale of a release from all Shares which is the subject of the claim, action, suit or proceeding which resulted in the loss or liability in respect of such claim or litigation or (ii) involves if the imposition 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 equitable remedies or the imposition of any non-financial obligations indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to the statements or omissions which are the subject of the claim, action, suit or proceeding 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 of notice of the commencement of any action involving a claim referred Any Person entitled to in Section 5.1 and Section 5.2 hereof, the indemnified party will, if a claim in respect thereof is to be made or may be made against an indemnifying party, indemnification hereunder will (A) give prompt written notice to such the indemnifying party of any claim with respect to which it seeks indemnification (provided that the commencement of the action. The failure of any indemnified party to give such notice shall not limit the rights of such indemnified party except to the extent such failure to give such notice actually prejudices the indemnifying party in respect of such claim) provided further, that any delay or failure to so notify the indemnifying party shall relieve the indemnifying party of its obligations in this Article V, except hereunder only to the extent extent, if at all, that the it is actually and materially prejudiced by reason of such delay or failure and (B) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party 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 participate in and to assume the defense of the action such claim with counsel reasonably satisfactory to the indemnified party; provided, and after notice from the indemnifying party to however, that such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate counsel in any action or proceeding and to participate in the defense thereofof such claim, but the fees and expenses of such counsel shall be at the expense of such indemnified party’s expense party unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (iiX) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory agreed to the indemnified party within thirty (30) days after notice of any pay such action fees or proceedingexpenses, or (iiiY) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right failed to assume the defense of such action or proceeding on behalf of the claim and employ counsel reasonably satisfactory to such indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one . If 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 adequately represent the 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 not assumed by the indemnifying partyparty as permitted hereunder, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not to be unreasonably withheld). No If such defense is assumed by the indemnifying party pursuant to the provisions hereof, such indemnifying party shall not settle or otherwise compromise the applicable claim unless (1) such settlement or compromise contains a full and unconditional release of the indemnified party or (2) the indemnified party otherwise consents in writing. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will consent not be obligated to entry pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, a conflict of a release from all liability in respect interest may exist between such indemnified party and any other of such claim indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the reasonable fees and disbursements of such additional counsel or litigation or (ii) involves counsels. The indemnified party shall not have the imposition right to settle an action without the consent of equitable remedies or the imposition of any non-financial obligations on the indemnified indemnifying party.

Indemnification Procedures. Promptly after receipt by an indemnified party of a Person receives notice of a claim or the commencement of any an action involving a claim referred for which the Person intends to in seek indemnification under Section 5.1 and Section 5.2 hereof8.1, the indemnified party will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such Person will notify the indemnifying party in writing of the claim or commencement of the action. The , suit or proceeding; provided, however, that failure of any indemnified to notify the indemnifying party to give notice shall will not relieve the indemnifying party of its obligations in this Article Vfrom liability under Section 8.1, except to the extent that the indemnifying party is actually it has been materially prejudiced by the failure to give notice. If any such action is brought against an indemnified party, the 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 satisfactory to it. After an indemnifying party notifies an indemnified party that the indemnifying party wishes to assume the defense of the action with counsel reasonably satisfactory to the indemnified partya claim, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, suit or proceeding, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter indemnified party in connection with the defense against the claim, action’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate counsel in any action , suit or proceeding and participate except that if, in the defense thereof, but the fees and expenses opinion of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by to the indemnifying party, which authorization shall not one or more of the indemnified parties should be unreasonably withheldseparately represented in connection with a claim, (ii) action, suit or proceeding, the 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it 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 will pay 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 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 order the defense of any action or claim as to adequately represent 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 partiesparty that is entitled to reimbursement pursuant to this Article VIII shall have requested (by written notice provided in accordance with Section 9.4) for an indemnifying party to reimburse the indemnified party and that all such 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) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. 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 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 they are incurred upon written request and presentation to which such indemnified party is entitled to indemnification thereunder, each indemnifying party shall, in lieu of invoices. Whether indemnifying the indemnified party, contribute to the amount paid or not payable by the indemnified party as a defense result of such loss or liability, (i) in the proportion which is assumed appropriate to reflect the relative benefits received by the indemnifying party, on the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving one hand, and by the claimant or plaintiff, to the indemnified party, on the other hand, from the sale of a release from all Shares which is the subject of the claim, action, suit or proceeding which resulted in the loss or liability in respect of such claim or litigation or (ii) involves if the imposition 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 equitable remedies or the imposition of any non-financial obligations indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to the statements or omissions which are the subject of the claim, action, suit or proceeding 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 10 of notice of the threat or commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereofaction, the such indemnified party will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such party under this Section 10 promptly notify the indemnifying party of in writing thereof, but the commencement of omission to notify the action. The failure of indemnifying party will not relieve it from any liability that it may have to any indemnified party to give notice shall not relieve for contribution or otherwise under the indemnifying party of its obligations indemnity agreement contained in this Article V, except Section 10 to the extent that the indemnifying party it is actually not prejudiced by the failure to give noticeas a result of such failure. If In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnified indemnifying party, the indemnifying party will be entitled to participate in and in, and, to the extent that it may wish, jointly with all other indemnifying parties similarly notified, to assume the defense of the action thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party, and after the indemnifying party and the indemnified party shall have reasonably concluded, based on an opinion of counsel reasonably satisfactory to the indemnifying party, 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 that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume 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 actionindemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 10 for any legal or other expenses subsequently incurred by the latter such indemnified party in connection with the action’s defense other than reasonable costs of investigation. 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 thereof unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by employed such counsel that there may be one or more in connection with the assumption of legal defenses available in accordance with the proviso to the indemnified party that are different from or additional to those available to the indemnifying party preceding sentence (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it 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, not be liable for the expenses of more than one separate counsel, reasonably satisfactory to such indemnifying party, representing all of the indemnified parties who are parties to such action) or (ii) 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 commencement of action, in each of which cases the reasonable fees and expenses of more than one separate firm counsel shall be at the expense of attorneys (the indemnifying party. The indemnifying party shall not be liable for any settlement of any action without its written consent. In no event shall any indemnifying party be liable in addition to all local counsel which is necessary, respect of any amounts paid in the good faith opinion settlement of both counsel for any action unless the indemnifying party and counsel for shall have approved in writing the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and terms of such settlement; provided, that all such fees and expenses consent 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, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will shall, without the prior written consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a release party and indemnification could have been sought hereunder by such indemnified party from all liability in respect on claims that are the subject matter of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partyproceeding.

Indemnification Procedures. Promptly after receipt by an indemnified party of notice of the commencement of In case any action proceeding (including any governmental investigation) shall be instituted involving a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party will, if a claim any person in respect thereof is to be made or of which indemnity may be made sought pursuant to this Section 5, such person (the “indemnified party”) shall promptly notify the person against an whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party, give written notice to such indemnifying party upon request of the commencement of the action. The failure of any indemnified party to give notice shall not relieve the indemnifying party of its obligations in this Article V, except to the extent that the indemnifying party 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 participate in and to assume the defense of the action with shall retain counsel reasonably satisfactory to the indemnified party, party to represent the indemnified party and after notice from any others the indemnifying party may designate in such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such indemnified party of its election to assume defense of the actionproceeding. In any such proceeding, 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 in any action or proceeding and participate in the defense thereofretain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party’s expense party unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by mutually agreed to the retention of such counsel that there may be one or more legal defenses available (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party that are different from and representation of both parties by the same counsel would be inappropriate due to actual or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, potential differing interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any one such action or separate but substantially similar proceeding or related actions proceedings in the same jurisdiction arising out of the same general allegations or circumstancesjurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for 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 adequately represent the indemnified parties) for the indemnified party , and that all such fees and expenses shall be reimbursed as they are incurred upon written request incurred. In the case of any such separate firm for the Electing Holders and presentation such control persons of invoices. Whether or not a defense is assumed any Electing Holders, such firm shall be designated in writing by the Electing Holders holding a majority of the Registrable Securities covered by the Shelf Registration Statement. In the case of any such separate firm for the Company and such directors, officers and control persons of the Company, such firm shall be designated in writing by the Company. The indemnifying partyparty 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 will not 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 the reasonable fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be subject to any liability liable for any settlement made of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to be unreasonably withheld)the date of such settlement. No indemnifying party will shall, without the prior written consent to entry of the indemnified party, effect any settlement of any judgment pending or enter into threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement which (ix) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and (y) does not include a statement as to, or an unconditional term the giving admission of, fault, culpability or a failure to act by the claimant or plaintiff, to the indemnified party, of a release from all liability in respect of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition on behalf of any non-financial obligations on the indemnified party.

Indemnification Procedures. Promptly after receipt by a Person entitled to indemnification pursuant to the foregoing provisions of this Section 8.5 (an indemnified party "Indemnitee") of notice of the commencement of any action or proceeding involving a claim of the type referred to in the foregoing provisions of this Section 5.1 and Section 5.2 hereof8.5, the indemnified party such Indemnitee will, if a claim in respect thereof is to be made or may be made by such Indemnitee against an any indemnifying party, give written notice to each such indemnifying party of the commencement of such action; provided, however, that the action. The failure of any indemnified party Indemnitee to give notice to such indemnifying party as provided herein shall not relieve the any indemnifying party of its obligations in under the foregoing provisions of this Article VSection 8.5, except and solely to the extent that the such indemnifying party is actually and materially prejudiced by the such failure to give notice. If In case any such action is brought against an indemnified partyIndemnitee, the each indemnifying party will be entitled to participate in and to assume the defense of thereof, jointly with any other indemnifying party similarly notified, to the action extent that it may wish, with counsel reasonably satisfactory to such Indemnitee (who shall not, except with the indemnified consent of the Indemnitee, be counsel to such an indemnifying party), and after notice from the an indemnifying party to such indemnified party Indemnitee of its election so to assume the defense of the actionthereof, the such indemnifying party will not be liable to such indemnified Indemnitee for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof; provided, however, that (i) if the Indemnitee reasonably determines that there may be a conflict between the positions of such indemnifying party and the Indemnitee in conducting the defense of such action or if the Indemnitee reasonably concludes that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then counsel for the Indemnitee shall conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the Indemnitee and such indemnifying party shall employ separate counsel for its own defense, (ii) in any event, the Indemnitee shall be entitled to have counsel chosen by such Indemnitee participate in, but not conduct, the defense and (iii) the indemnifying party shall bear the legal expenses incurred in connection with the conduct of, and the participation in, the defense as referred to in clauses (i) and (ii) above. If, within a reasonable time after receipt of the notice, such indemnifying party shall not have elected to assume the defense of the action, such indemnifying party shall be responsible for any legal or other expenses incurred by the latter such Indemnitee in connection with the defense of the action’s defense other than reasonable costs of , suit, investigation. 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 (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the 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 inquiry or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it 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 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 adequately represent the 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, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff, plaintiff to the indemnified party, such Indemnitee of a release from all liability liabilities in respect of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partylitigation.

Indemnification Procedures. Promptly after receipt by an indemnified party Indemnitee of written notice of the commencement of any action involving or proceeding with respect to which a claim referred for indemnification may be made pursuant to in this Section 5.1 and Section 5.2 hereof8.4, the indemnified party such Indemnitee will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such indemnifying party the latter of the commencement of such action or proceeding; provided that the action. The failure of any indemnified party the Indemnitee to give notice as provided herein shall not relieve the indemnifying party of its obligations in under this Article VSection 8.4, except to the extent that the indemnifying party is actually materially prejudiced by the such failure to give notice. If In case any such action or proceeding is brought against an indemnified partyIndemnitee, the indemnifying party will be entitled to participate in and to assume the defense of thereof (at its expense), jointly with any other indemnifying party similarly notified to the action extent that it may wish, with counsel reasonably satisfactory to the indemnified partysuch Indemnitee, and after notice from the indemnifying party to such indemnified party Indemnitee of its election so to assume the defense of the actionthereof, the indemnifying party will not be liable to such indemnified party Indemnitee for any legal or other expenses subsequently incurred by the latter in connection with the action’s defense thereof other than reasonable costs of investigationinvestigation and shall have no liability for any settlement made by the Indemnitee without the consent of the indemnifying party, such consent not to be unreasonably withheld. An indemnified Notwithstanding the foregoing, if in such Indemnitee’s reasonable judgment a conflict of interest between such Indemnitee and the indemnifying parties may exist in respect of such action or proceeding or the indemnifying party does not assume the defense of any such action or proceeding within a reasonable time after notice of commencement, the Indemnitee shall have the right to employ separate counsel in any action assume or proceeding and participate in the continue its own defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the 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 the indemnified party and the indemnifying party and shall be liable for any reasonable expenses therefor, but in no event will bear the indemnified party expenses for more than a single legal counsel for all Indemnitees in each jurisdiction who shall have been advised be approved by the Principal Participating Holders in the registration in respect of which such counsel that indemnification is sought, unless there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (is a conflict of interest among Indemnitees, in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it 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 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 adequately represent the 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, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld)additional counsel. No indemnifying party will settle any action or proceeding or consent to the entry of any judgment without the prior written consent of the Indemnitee, unless such settlement or enter into any settlement which judgment (i) does not include includes as an unconditional term thereof the giving by the claimant or plaintiff, to the indemnified party, plaintiff of a release to such Indemnitee from all liability in respect of such claim action or litigation or proceeding and (ii) involves does not involve the imposition of equitable remedies or the imposition of any non-obligations on such Indemnitee and does not otherwise adversely affect such Indemnitee, other than as a result of the imposition of financial obligations on the for which such Indemnitee will be fully indemnified partyhereunder.

Indemnification Procedures. Promptly after receipt by In case any proceeding (including any -------------------------- governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to either paragraph (a) or (b) above, such Person (the "indemnified party") shall promptly notify the Person against whom such indemnity may be sought (the "indemnifying party") in writing and the indemnifying party shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceedings and shall pay the fees and disbursements of such counsel relating to such proceeding. The failure or delay of an indemnified party of notice of to notify the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such indemnifying party of the commencement of the action. The failure of any indemnified party with respect to give notice a particular proceeding shall not relieve the indemnifying party of its obligations in from any obligation or liability which it may have pursuant to this Article V, except to the extent that Agreement if the indemnifying party is actually not prejudiced by the such failure to give noticeor delay. If In any such action is brought against an indemnified partyproceeding, the indemnifying party will be entitled to participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereofretain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party’s expense unless . The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent. No indemnifying party shall, without the prior written consent of any indemnified party (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization consent shall not be unreasonably withheld), (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the effect any settlement of any pending or threatened proceeding in respect of which such 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 the indemnified is a party and the indemnifying party and the indemnified party shall indemnity could have been advised sought hereunder by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it 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 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 adequately represent the 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, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, unless such settlement includes an unconditional release of a release such indemnified party from all liability in respect on all claims that are the subject matter of such claim proceeding and such settlement does not admit to the participation or litigation or (ii) involves the imposition of equitable remedies or the imposition conduct of any non-financial obligations on the indemnified partycriminal activity.

Indemnification Procedures. Promptly after receipt by In the event that any Party intends to claim indemnification pursuant to Section 12.1 or Section 12.2 (an indemnified party of notice of the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such indemnifying party of the commencement of the action. The failure of any indemnified party to give notice shall not relieve the indemnifying party of its obligations in this Article V, except to the extent that the indemnifying party 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 participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. 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 (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party"Indemnitee"), it being understoodshall promptly notify the indemnifying Party (the "Indemnitor") in writing of such alleged liability; provided, however, that the indemnifying party failure to promptly notify the Indemnitor shall not relieve the Indemnitor of any obligation under this Agreement except to the extent such failure to provide prompt notice adversely impairs the Indemnitor's ability to defend against the claim, suit or proceeding. The Indemnitor shall have the sole right to control the defense and settlement of the liability, provided that: (a) the Indemnitor may not consent to imposition of any obligation or restriction on the Indemnitee in any settlement unless mutually agreed in writing among the Parties; (b) Indemnitor shall keep Indemnitee fully informed and permit the Indemnitee to participate (at Indemnitee's expense) as the Indemnitee may reasonably request; and (c) Indemnitee may, without affecting its right to indemnity hereunder, defend and settle any such claim, suit or proceeding if Indemnitor declines to defend against such claim, suit or proceeding or files for bankruptcy. The Indemnitee shall cooperate with the Indemnitor and its legal representatives in the investigation of liability covered by Section 12.1 or Section 12.2. The Indemnitee shall not, in connection except at its own cost, voluntarily make any payment or incur any expense with respect to any one such action claim or separate but substantially similar or related actions in suit without the same jurisdiction arising out prior written consent of the same general allegations or circumstancesIndemnitor, 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 adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses Indemnitor 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, the indemnifying party will not be subject required to give, provided that the Indemnitee may, without affecting its right to indemnity hereunder, defend and settle any liability such claim, suit or proceeding if the Indemnitor declines to take responsibility or files for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) 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 or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partybankruptcy.

Indemnification Procedures. Promptly after After receipt by an a party entitled to indemnification ("indemnified party party") under this Article VIII of notice of the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party willaction, if a claim in respect thereof is to be made or may be made by the indemnified party against an any person obligated to provide indemnifi-cation under this Article VIII ("indemnifying party"), give written notice to such indemnified party will notify the indemnifying party in writing of the commencement of thereof as soon as practicable thereafter, provided that the action. The failure of any indemnified party omission to give notice shall not relieve so notify the indemnifying party of its obligations in will not relieve it from any liability under this Article VVIII, except to the extent that the omission results in a failure of actual notice to the indemnifying party and such indemnifying party is actually prejudiced by damaged solely as a result of the failure to give such notice. If any such action is brought against an The indemnifying party, upon the request of the indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with shall retain counsel reasonably satisfactory to the indemnified party, party to represent the indemnified party and after notice from any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such indemnified party of its election to assume defense of the actionproceeding. In any such proceeding, 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 retain its own counsel in any action or proceeding and to participate in the defense thereofof such proceeding, but the fees and expenses of such counsel shall be at the expense of such indemnified party’s expense party unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by mutually agreed to the retention of such counsel that there may be one or more legal defenses available (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party that are different from and representation of both parties by the same counsel would be inappropriate due to actual or additional to those available to the indemnifying party (in which case the potential differing interests between them. The indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it 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 any settlement 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 any proceeding effected without its written consent but if settled with such consent or if there be a final judgment against the indemnified party in order to adequately represent the 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, the indemnifying party will not agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, entitled to the indemnified party, benefits of a release from all liability the indemnification contained in respect this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partythis Agreement.

Indemnification Procedures. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in Section 5.1 3(d)(i) and Section 5.2 hereof3(d)(ii), the indemnified party will, if a resulting claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such the indemnifying party of the commencement of the action. The failure of any indemnified party to give notice shall not relieve the indemnifying party of its obligations in this Article VSection 3(d), except to the extent that the indemnifying party 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 participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigationdefense. 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 (iA) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (iiB) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) 30 days after notice of any such action or proceeding, or (iiiC) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it 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 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 adequately represent the 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, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld)consent. No indemnifying party will consent to entry of any judgment or enter into any settlement without the consent of the indemnified party which (ix) 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 or (iiy) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified party.

Indemnification Procedures. Promptly after receipt by an indemnified party of notice In the event that any Indemnitee (either a Xxxxxxx Indemnitee or a Biogen Idec Indemnitee) intends to claim indemnification under this Article XIV, such Indemnitee shall promptly notify the other Party in writing of the commencement alleged Liability. The indemnifying Party (“Indemnifying Party”) shall have the right to control the defense thereof, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any action involving litigation resulting therefrom, shall be approved by the Indemnitee (which approval shall not be unreasonably withheld), and the Indemnitee may participate in such defense at such Indemnitee’s expense (unless the Indemnitee shall have reasonably concluded, based upon a claim referred to in Section 5.1 and Section 5.2 hereofwritten opinion from outside legal counsel, the indemnified party will, if a claim in respect thereof is to be made or that there may be made against an indemnifying partya conflict of interest between the Indemnifying Party and the Indemnitee in the defense of such action, give written notice to such indemnifying party in each of which cases the commencement Indemnifying Party shall pay the fees and expenses of one law firm serving as counsel for the actionIndemnitee). The failure of any indemnified party Indemnitee to give notice as provided herein shall not relieve the indemnifying party Indemnifying Party of its obligations in under this Article V, except Agreement to the extent that the indemnifying party is actually prejudiced by the such failure to give noticenotice did not result in prejudice to the Indemnifying Party or the Indemnifying Party’s insurer. If any such action is brought against an indemnified partyThe Indemnifying Party, the indemnifying party will be entitled to participate in and to assume the defense of any such claim or litigation, shall not, except with the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense approval of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. 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 Indemnitee (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization approval shall not be unreasonably withheld, (ii) the 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it 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 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 adequately represent the 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, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnitee; or (ii) does not include as an unconditional term thereof the giving by the claimant or plaintiff, plaintiff to the indemnified party, such Indemnitee of a release from all liability in respect to such claim or litigation. The Indemnitee shall furnish such information regarding itself or the claim in question as the Indemnifying Party may reasonably request in writing, and shall be reasonably required in connection with the defense of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partyresulting therefrom.

Indemnification Procedures. Promptly after receipt by an indemnified party of a person receives notice of a claim or the commencement of any action involving a claim referred an action, suit or proceeding for which the person intends to in Section 5.1 and Section 5.2 hereofseek indemnification under Paragraph (a), the indemnified party will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such person will notify the indemnifying party in writing of the claim or commencement of the action. The , suit or proceeding, but failure of any indemnified to notify the indemnifying party to give notice shall will not relieve the indemnifying party of its obligations in this Article Vfrom liability under Paragraph (a), except to the extent that the indemnifying party is actually has been materially prejudiced by the failure to give notice. If any such action is brought against an indemnified party, the 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, action, suit or proceeding is brought, the indemnifying party may (but will not be required to) assume the defense against the claim, action, 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 assume the defense of the action with counsel reasonably satisfactory to the indemnified partya claim, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, suit or proceeding the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter indemnified party in connection with the defense against the claim, action’s defense other than reasonable costs , suit or proceeding, except that if, in the opinion of investigation. An legal counsel to the indemnifying party, one or more of the indemnified party shall have the right to employ separate counsel parties should be separately represented in any action connection with a claim, action, suit or proceeding and participate in the defense thereof, but indemnifying party will pay the fees and expenses of such one separate counsel shall be at such for the indemnified parties. Each indemnified party’s , as a condition precedent to receiving indemnification as provided in Paragraph (a), will, at the cost and expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) cooperate in all reasonable respects with the 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action the claim, action, suit or proceeding on behalf of the indemnified party), it 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 as to all local counsel which indemnification is 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 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, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld)sought. No indemnifying party will consent to entry be liable for any settlement of any judgment claim, action, suit or enter into any settlement which (i) does not include as an unconditional term proceeding effected without its prior written consent. No indemnifying party will, without the giving by the claimant or plaintiff, to prior written consent of the indemnified party, effect any settlement of a pending or threatened claim, action or proceeding with respect which an indemnified party is, or is informed that it may be, made a party and for which it would be entitled to indemnification, unless the settlement includes an unconditional release of the indemnified party from all liability in respect and claims which are the subject matter of such claim the pending or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partythreatened action.

Indemnification Procedures. Promptly after receipt by In case any proceeding (including -------------------------- any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to either paragraph (a) or (b) above, such Person (the "indemnified party") shall promptly notify the Person against whom such indemnity may be sought (the "indemnifying party") in writing and the indemnifying party shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceedings and shall pay the fees and disbursements of such counsel relating to such proceeding. The failure or delay of an indemnified party of notice of to notify the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such indemnifying party of the commencement of the action. The failure of any indemnified party with respect to give notice a particular proceeding shall not relieve the indemnifying party of its obligations in from any obligation or liability which it may have pursuant to this Article V, except to the extent that Agreement if the indemnifying party is actually not prejudiced by the such failure to give noticeor delay. If In any such action is brought against an indemnified partyproceeding, the indemnifying party will be entitled to participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereofretain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party’s expense unless . The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent. No indemnifying party shall, without the prior written consent of any indemnified party (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization consent shall not be unreasonably withheld), (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the effect any settlement of any pending or threatened proceeding in respect of which such 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 the indemnified is a party and the indemnifying party and the indemnified party shall indemnity could have been advised sought hereunder by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it 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 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 adequately represent the 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, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, unless such settlement includes an unconditional release of a release such indemnified party from all liability in respect on all claims that are the subject matter of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partyproceeding.

Indemnification Procedures. Promptly after receipt by an indemnified With respect to any claim or action for which indemnification may be sought from a party of notice under this Article 8, the person or entity seeking indemnification (the “Claimant”) shall promptly notify the indemnifying party in writing, specifying the nature of the commencement of any claim or action involving a claim referred and, to in Section 5.1 and Section 5.2 hereofthe extent known, the indemnified party will, if a claim in respect thereof total monetary amount sought or other such relief as is to be made or may be made against an sought therein. The Claimant shall reasonably cooperate with the indemnifying party, give written notice to such indemnifying party of the commencement of the action. The failure of any indemnified party to give notice shall not relieve at the indemnifying party of its obligations in this Article Vparty’s expense, except to the extent that the indemnifying party 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 participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the defense and/or settlement of the claim or action’s defense other than reasonable costs of investigation. An indemnified party The Claimant shall have the right to employ separate counsel in any action or proceeding to provide input into the defense, and participate in the defense thereof, but the fees and expenses of such separate counsel shall be at such indemnified partythe Claimant’s expense own cost unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, party in writing; (ii) the 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 the indemnified party and the indemnifying party and the indemnified party Claimant shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for the Claimant to employ separate counsel; (in which case iii) the indemnifying party shall not have the right has failed to assume the defense of such claim or action or proceeding on behalf of the indemnified party), it being understoodin a reasonably prompt manner; provided, however, that the indemnifying party shall not, in connection with any one such claim or action or separate but substantially similar or related claims or 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 attorneys; or (in addition to all local counsel which iv) if there is necessarya conflict that arises between the interests of Universal Display, 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 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, and AU Optronics, then Claimant may retain its own counsel and the indemnifying party has to pay the cost. The indemnifying party shall keep the Claimant reasonably informed of the progress of its defense and settlement of the claim or action. The indemnifying party shall not settle the claim or action on the Claimant’s behalf without first obtaining the Claimant’s written approval, which approval shall not be unreasonably withheld or delayed. The Claimant may settle any claim or action for which indemnification is sought hereunder, but the indemnifying party will not be subject to any liability responsible for any such settlement made without its consent (unless it shall have approved the settlement, in writing and in advance, which approval shall not be unreasonably withheld or delayed. Except as may be required by law, each party agrees not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into publicize any settlement which (i) does not include as an unconditional term without first obtaining the giving by the claimant or plaintiff, to the indemnified other party, of a release from all liability in respect of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified party’s written permission.

Indemnification Procedures. Promptly after receipt by In the event of any Claim against any POINT Indemnified Party or LANTHEUS Indemnified Party (individually, an indemnified party of notice “Indemnitee”), the Indemnitee will promptly notify the other Party in writing of the commencement of any action involving a claim referred to in Section 5.1 Claim and Section 5.2 hereof, the indemnified party will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such indemnifying party of the commencement of the action. The failure of any indemnified party to give notice shall not relieve the indemnifying party of Party will manage and control, at its obligations in this Article Vsole expense, except to the extent that the indemnifying party 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 participate in and to assume the defense of the action Claim and any settlement thereof. The Indemnitee will cooperate with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of Party and may, at its election to assume defense of the actionoption and expense, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter represented in connection with the action’s defense other than reasonable costs of investigation. 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 (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the 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. The indemnifying Party will not be liable for any settlements, litigation costs or (iii) expenses incurred by any Indemnitee without the named parties indemnifying Party’s prior written authorization. Notwithstanding the foregoing, if the indemnifying Party believes that any of the exceptions to its obligation of indemnification of the Indemnitees set forth in Sections 13.2 or 13.3, as applicable, may apply, the indemnifying Party will promptly notify the Indemnitees, which may be represented in any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such separate counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understoodat their expense; provided, however, that the indemnifying party shall not, in connection with any one Party will be responsible for payment of such action or separate but substantially similar or related actions in expenses if the same jurisdiction arising out of the same general allegations or circumstances, Indemnitees are ultimately determined to be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition entitled to all local counsel which is necessary, in the good faith opinion of both counsel for indemnification from the indemnifying party and counsel Party. Notwithstanding any other provision of this Article 13 to the contrary, no Indemnitee under this Agreement will be required to waive a conflict of interest under any applicable rules of professional ethics or responsibility if such waiver would be required for the indemnified party in order a single law firm to adequately represent the 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 defend both the indemnifying partyParty and one or more Indemnitees. In such case, the indemnifying party Party will provide a defense of the affected Indemnitees through a separate law firm reasonably acceptable to the affected Indemnitees at the indemnifying Party’s expense. Except with the approval of an Indemnitee, which approval will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No , conditioned or delayed, the indemnifying party Party will not consent to entry of any judgment or enter into any settlement which (i) does not include as that would admit any wrongdoing by, or result in injunctive or other relief being imposed against, 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 or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partyIndemnitee.

Indemnification Procedures. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such indemnifying party of the commencement of the action. The failure of any indemnified party to give notice Company shall not relieve the indemnifying party of its obligations in this Article V, except to the extent that the indemnifying party 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 participate in and to assume the defense of the action Retained Litigation with counsel reasonably satisfactory to selected by the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will Company. The Company shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter Acquiror Indemnitee in connection with the action’s defense other than reasonable costs of investigation. An indemnified party thereof, although each Acquiror Indemnitee shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereofthereof and to employ counsel, but at its own expense. Notwithstanding the fees and expenses of such counsel foregoing, the Company shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it 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 counsel employed by any Acquiror Indemnitee, if and only 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 adequately represent the indemnified parties) for the indemnified party and extent 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, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant Company has failed to employ counsel or plaintiffdefend such action within a reasonable time, to the indemnified party, of a release from all liability in respect of such claim or litigation or (ii) involves the imposition employment of equitable remedies counsel and the amount reimbursable thereof by the Company has been authorized in writing by the Company or (iii) the imposition Acquiror Indemnitees have been advised by its counsel, reasonably satisfactory to the Company, that such counsel believes that there exists one or more meritorious defenses available to it which are different from or additional to that available to the Company. Each Acquiror Indemnitee shall cooperate with the Company in the defense of the Retained Litigation, give the Company reasonable access to all information relevant thereto and make employees and other representatives available on a mutually convenient basis to provide additional information and explanation of any non-financial obligations material provided in connection therewith. The Company shall not be obligated to indemnify any Acquiror Indemnitee for any Losses resulting from Retained Litigation settled or compromised without the Company's prior written consent. Other than payment of money damages, the Company shall not, without the prior written consent of Acquiror effect any settlement or compromise of the Retained Litigation if such settlement or compromise imposes any equitable or injunctive relief on the indemnified partyAcquiror or any of its Subsidiaries, including Media and its Subsidiaries.

Indemnification Procedures. Promptly after After receipt by an a party entitled to indemnification ("indemnified party party") under this Article VIII of notice of the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party willaction, if a claim in respect thereof is to be made or may be made by the indemnified party against an any person obligated to provide indemnification under this Article VIII ("indemnifying party"), give written notice to such indemnified party will notify the indemnifying party in writing of the commencement of thereof as soon as practicable thereafter, provided that the action. The failure of any indemnified party omission to give notice shall not relieve so notify the indemnifying party of its obligations in will not relieve it from any liability under this Article VVIII, except to the extent that the omission results in a failure of actual notice to the indemnifying party and such indemnifying party is actually prejudiced by damaged solely as a result of the failure to give such notice. If any such action is brought against an The indemnifying party, upon the request of the indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with shall retain counsel reasonably satisfactory to the indemnified party, party to represent the indemnified party and after notice from any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such indemnified party of its election to assume defense of the actionproceeding. In any such proceeding, 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 in any action or proceeding and participate in the defense thereofretain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party’s expense party unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by mutually agreed to the retention of such counsel that there may be one or more legal defenses available (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party that are different from and representation of both parties by the same counsel would be inappropriate due to actual or additional to those available to the indemnifying party (in which case the potential differing interests between them. The indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it 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 any settlement of more than one separate firm of attorneys any proceeding effected without its written consent (in addition to all local counsel which is necessary, in the good faith opinion of both counsel will not be unreasonably withheld) but if settled with such consent or if there be a final judgment for the indemnifying party and counsel for the indemnified party in order to adequately represent the 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 partyplaintiff, the indemnifying party will not agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, entitled to the indemnified party, benefits of a release from all liability the indemnification contained in respect this Article VIII. The indemnification provisions contained in this article VIII shall survive any termination of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partythis Agreement.

Indemnification Procedures. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in Section 5.1 3.4(a) and Section 5.2 hereof3.4(b), the indemnified party will, if a resulting claim in respect thereof is to be made or may be made against an and indemnifying party, give written notice to such the indemnifying party of the commencement of the action. The failure of any indemnified party to give notice shall not relieve the indemnifying party of its obligations in this Article VSection 3.4, except to the extent that the indemnifying party 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 participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigationdefense. 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 (ia) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it 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 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 adequately represent the 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, the indemnifying party will not be subject to any liability for any settlement made without its consent (such consent not to be unreasonably withheld, delayed or conditioned). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified US-DOCS\120152113.5 party, of a release from all liability in respect of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified party.

Indemnification Procedures. Promptly after receipt by an indemnified party under Section 4(b)(i) or Section 4(b)(ii) of notice of the commencement of any action involving a action, suit, proceeding or investigation or threat thereof made in writing for which such person will claim referred indemnification or contribution pursuant to in Section 5.1 and Section 5.2 hereofthis Amendment, the indemnified party willshall notify the indemnifying party thereof in writing and, if unless in such indemnified party’s reasonable judgment a claim in conflict of interest may exist between such indemnified and indemnifying parties with respect thereof is to be made or may be made against an indemnifying partysuch claim, give written notice to shall permit such indemnifying party to assume and control the defense of the commencement of the actionsuch claim at its expense with counsel reasonably satisfactory to such indemnified party. The failure of to so notify the indemnifying party shall relieve the indemnifying party from any indemnified liability hereunder with respect to the action if such failure prevents the indemnifying party to give notice from contesting such action; provided, however that any such failure shall not relieve the indemnifying party of its obligations in this Article V, except from any other liability which it may have to the extent that any other party. If the indemnifying party 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 participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after gives notice from the indemnifying party to such indemnified party of its election to assume and control the defense of the actionsuch claim, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter indemnified party in connection with the action’s defense other than reasonable costs or investigation of investigation. 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 (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by given the indemnifying party notice of a conflict of interest with respect to such counsel that there may be one or more legal defenses available claim. The failure of an indemnifying party to give notice to the indemnified party that are different from or additional of its election to those available to assume and control the defense of any action for which notice has been received by the indemnifying party (in which case accordance with this Section within 45 days after the receipt of such notice shall constitute an election by the indemnifying party shall not have to assume and control the right to defense of such action. An indemnifying party who is not entitled to, or elects not to, assume the defense of such action or proceeding on behalf of a claim will not be obligated to pay the indemnified party), it 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 counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of attorneys (in addition any indemnified party a conflict of interest may exist between such indemnified party and any other indemnified party with respect to all local counsel which is necessarysuch claim, in the good faith opinion of both counsel for which event the indemnifying party and counsel for shall be obligated to pay the indemnified party in order to adequately represent the 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, the indemnifying party will not be subject to any liability separate counsel for any settlement made without its consent (not to be unreasonably withheld)such indemnified parties. No indemnifying indemnified party will shall consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term with respect to a claim without the giving by consent of the claimant or plaintiff, to the indemnified party, of a release from all liability in respect of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified indemnifying party.

Indemnification Procedures. Promptly after receipt 9.5.1 In the event that any Legal Proceedings shall be instituted or that any claim or demand shall be asserted by an indemnified party of notice any Person or Losses suffered by a Purchaser Indemnified Party or by a Seller Indemnified Party (any of the commencement forgoing, a “Claim”), in respect of any action involving a claim which payment may be sought under Section 9.4 (regardless of the Basket referred to in Section 5.1 and Section 5.2 hereofabove), the indemnified party will, if a claim in respect thereof shall reasonably and promptly cause written notice of the assertion of any Claim of which it has knowledge which is covered by this indemnity to be made or may be made against an forwarded to the indemnifying party, give written notice to such indemnifying party of the commencement of the action. The failure of any indemnified party to give notice shall not relieve If the indemnifying party of disputes its obligations in this Article V, except Liability with respect to the extent that the indemnifying party is actually prejudiced by the failure to give notice. If any such action is brought against an indemnified partyClaim, the indemnifying party will and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be entitled resolved by litigation in an appropriate court of competent jurisdiction as provided in Section 10.6. The indemnifying party shall have the right, at its sole option and expense, to participate in and to assume the defense be represented by counsel of the action with counsel its choice, which must be reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the actiondefend against, the indemnifying party will not be liable to such indemnified party for negotiate, settle or otherwise deal with 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 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 (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, Claim which authorization shall not be unreasonably withheld, (ii) the 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 relates to any such action or proceeding (including any impleaded parties) include the Losses indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understoodagainst hereunder; provided, however, that the indemnifying party shall notwill not be entitled to assume the defense, in connection negotiation, settlement or otherwise deal with any one Claim if (a) the Claim primarily relates to any criminal act or Taxes, (b) the Claim seeks an injunction or equity relief against the indemnified party or the Company as the primary element of such action Claim, or separate but substantially similar or related actions in (c) upon petition by the same jurisdiction arising out of the same general allegations or circumstancesindemnified party, 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 an applicable court rules that the indemnifying party and counsel for the indemnified party in order failed or is failing to adequately represent the indemnified parties) for the indemnified party and vigorously defend or prosecute such Claim; provided, further, 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, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to the entry of any judgment or enter into any settlement which (i) with respect to the Claim without the prior written consent of the indemnified party unless the judgment or proposed settlement involves only the payment of money damages and does not include impose an injunction or other equitable relief upon the indemnified party or the Company or require any indemnified party or the Company to admit fault, in which case no consent will be required. If the indemnifying party elects to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Losses indemnified against hereunder, it shall within ten (10) Business Days (or sooner, if the nature of the Claim so requires) notify the indemnified party of its intent to do so. 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 an unconditional term herein provided or contests its obligation to indemnify the giving 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 reimburse the indemnified party for the Expenses of defending such Claim upon submission of periodic bills. If the indemnifying party shall assume the defense of any Claim, the indemnified party may participate, at his or its own expense, in the defense of such Claim; provided, however, that such indemnified party shall be entitled to participate in any such defense with separate counsel at the expense of the indemnifying party if (a) so requested by the claimant indemnifying party to participate or plaintiff, (b) in the reasonable opinion of counsel to the indemnified party, of a release from 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 liability indemnified parties in respect of such claim connection with any Claim. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or litigation or (ii) involves the imposition of equitable remedies or the imposition settlement of any non-financial obligations on the indemnified partysuch Claim.

Indemnification Procedures. Promptly after receipt by In case any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to either paragraph (a) or (b) above, such Person (the "indemnified party") shall promptly notify the Person against whom such indemnity may be sought (the "indemnifying party") in writing and the indemnifying party shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceedings and shall pay the fees and disbursements of such counsel relating to such proceeding. The failure or delay of an indemnified party of notice of to notify the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give written notice to such indemnifying party of the commencement of the action. The failure of any indemnified party with respect to give notice a particular proceeding shall not relieve the indemnifying party of its obligations in from any obligation or liability which it may have pursuant to this Article V, except to the extent that Agreement if the indemnifying party is actually not prejudiced by the such failure to give noticeor delay. If In any such action is brought against an indemnified partyproceeding, the indemnifying party will be entitled to participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereofretain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party’s expense unless . The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent. No indemnifying party shall, without the prior written consent of any indemnified party (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization consent shall not be unreasonably withheld), (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the effect any settlement of any pending or threatened proceeding in respect of which such 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 the indemnified is a party and the indemnifying party and the indemnified party shall indemnity could have been advised sought hereunder by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it 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 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 adequately represent the 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, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, unless such settlement includes an unconditional release of a release such indemnified party from all liability in respect on all claims that are the subject matter of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partyproceeding.

Indemnification Procedures. Promptly after receipt by an indemnified party of notice of the commencement After any Party obtains knowledge of any action involving claim, action, suit or proceeding (collectively a claim referred “Claim”) for which it believes it is entitled to indemnification under this Agreement, it shall promptly notify the other Party or Parties, as the case may be, of such Claim in Section 5.1 and Section 5.2 hereofwriting within ten (10) days after such knowledge. Every Party shall cooperate with the other Party or Parties, as the indemnified party willcase may be, if a claim in respect thereof is every reasonable manner (at the Indemnitor’s sole expense) to be made or may be made against an indemnifying party, give written notice to such indemnifying party of facilitate the commencement of the action. The failure defense of any indemnified party Claim subject to give notice indemnification hereunder. Indemnitees ‘ failure to promptly notify Indemnitor of a Claim shall not relieve the indemnifying party of its obligations in Indemnitor from any liability under this Article V, except Section to the extent that the indemnifying party Indemnitor is actually prejudiced not materially adversely affected by the failure such delay. With respect to give each such notice. If any such action is brought against an indemnified party, the indemnifying party will be entitled Indemnitor shall, at the Indemnitees ‘ option, immediately take all reasonable action necessary to participate in and minimize any risk or loss to assume the defense of the action with Indemnitees, including retaining counsel reasonably satisfactory to the indemnified party, Indemnitees and after notice from taking such other actions as are necessary to defend the indemnifying party Indemnitees or to discharge the indemnity obligations under this Section. If the Indemnitor does not timely and adequately conduct such indemnified party of its election to assume defense of the actiondefense, the indemnifying party will not be liable Indemnitees may, at their option and at Indemnitor’s expense, conduct such defense, contest, litigate or settle the Claim using counsel of their own choice without prejudice to such indemnified party for their right of indemnification under this Section. The Indemnitor shall pay on demand any legal or other expenses liability incurred by the latter Indemnitees under this Section. The Indemnitor shall not settle any claim in connection with which the action’s defense other than reasonable costs Indemnitees are named without the prior written consent of investigationthe Indemnitees, which consent shall not be unreasonably withheld. An indemnified party The Indemnitees shall have the right to employ separate be represented by counsel at their own expense in any action contest, defense, litigation 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 (i) the employment of such counsel has been specifically authorized in writing settlement conducted by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory Indemnitor pursuant 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it 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 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 adequately represent the 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, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) 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 or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified partythis Section.

Indemnification Procedures. Promptly after receipt by an indemnified party of notice of the commencement of any action involving (a) If a claim referred to in Section 5.1 and Section 5.2 hereof, the indemnified party will, if a claim in respect thereof Claim for Losses is to be made or may be made by a party entitled to indemnification under Section 9.2 against an the indemnifying party, the party claiming such indemnification shall give written notice (a “Claim Notice”) to such the indemnifying party as soon as practicable after the party entitled to indemnification becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under Section 9.2; provided, however, that if any Claim is filed against any party entitled to the benefit of and seeking indemnity under Section 9.2 (a “Third Party Claim”), the applicable Claim Notice shall be given to the indemnifying party as promptly as practicable (and in any event within thirty (30) Business Days after the service of the commencement of citation, summons or other notice). Notwithstanding the action. The foregoing, the failure of any indemnified party to give timely notice hereunder shall not relieve the indemnifying party of its obligations in this Article Vaffect rights to indemnification hereunder, except to the extent that the indemnifying party is actually prejudiced by by, or suffers damage as a result of, such failure. The parties understand and agree that the failure of the indemnified party to give notice. If so notify the indemnifying party prior to settling any such action is brought Claim (whether by paying the Claim or executing a binding settlement agreement with respect thereto) or the entry of a judgment or issuance of an award with respect to such Claim shall constitute actual prejudice or damage to the indemnifying party’s ability to defend against an indemnified such Claim. After receiving a Claim Notice relating to a Third Party Claim by or against any third party, the indemnifying party will shall be entitled to participate in and to assume the defense of the action with counsel reasonably satisfactory entitled, upon written notice to the indemnified party, at its own cost, risk and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. 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 (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheldexpense, (iia) the indemnifying party has not assumed to take control of the defense and employed counsel reasonably satisfactory investigation of such lawsuit or action, (b) to employ and engage attorneys of its own choice to handle and defend the indemnified party within thirty same (30) days after notice of any such action or proceeding, or (iii) unless the named parties to any such action or proceeding (including any impleaded parties) Claim include the indemnified party and both the indemnifying party and the indemnified party shall have and the indemnified party has been advised in writing by such counsel that there may be one or more legal defenses available to the such indemnified party that are different from or additional to those available to the indemnifying party (party, in which case event the indemnified party shall be entitled, at the indemnifying party’s cost, risk and expense, to separate counsel of its own choosing) and (c) to compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the indemnified party, such consent not to be unreasonably withheld or delayed (it being understood that the failure of the indemnified party to give such consent shall not be considered unreasonable in respect of any compromise or settlement that does not include an unconditional release of such indemnified party from all Liabilities arising out of, or that may arise out of, such Claim). The indemnified party may, at its own cost and expense, participate in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom (it being understood that the indemnifying party shall not have control such defense). If the right indemnifying party fails to assume the defense of such action Claim within fifteen (15) Business Days after receipt of the Claim Notice, the indemnified party against which such Third Party Claim has been asserted will (upon delivering notice to such effect to the indemnifying party) have the right to undertake, at the indemnifying party’s cost and expense, the defense, compromise or proceeding settlement of such claim on behalf of and for the indemnified party), it being understood, however, that account and risk of the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in party. Any Claim the same jurisdiction arising out defense 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 adequately represent the 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 an indemnified party shall not be compromised or settled without the written consent of the indemnifying party, which consent shall not be unreasonably withheld or delayed (it being understood that the failure of the indemnifying party will to give such consent shall not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry considered unreasonable in respect of any judgment compromise or enter into any settlement which (i) that does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, release of a release such indemnifying party from all liability in respect Liabilities arising out of, or that may arise out of, such Claim). Each party agrees to keep the other party reasonably informed of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition progress of any non-financial obligations on such defense, compromise or settlement. The parties shall cooperate in all reasonable respects with each other in the indemnified partyinvestigation, trial and defense of any Third Party Claim for Losses or Claim and any appeal arising therefrom.

Indemnification Procedures. Promptly after receipt by an In case any proceeding (including, without limitation, any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to either paragraph (a) or (b) above, such Person (the "indemnified party") shall promptly notify the Person against whom such indemnity may be sought (the "indemnifying party") in writing and the indemnifying party of notice shall assume the defense thereof and, upon request of the commencement of any action involving a claim referred indemnified party, shall retain counsel reasonably satisfactory to in Section 5.1 and Section 5.2 hereof, the indemnified party will, if a claim to represent the indemnified party and any others the indemnifying party may designate in respect thereof is to be made or may be made against an indemnifying party, give written notice such proceedings and shall pay the fees and disbursements of such counsel relating to such indemnifying party of the commencement of the actionproceeding. The failure of any an indemnified party to give notice notify the indemnifying party with respect to a particular proceeding shall not relieve the indemnifying party of its obligations in from any obligation or liability (i) which it may have pursuant to this Article V, Agreement except to the extent that the indemnifying party is actually materially prejudiced by the such failure to give noticeso notify it or (ii) which it may have otherwise than pursuant to this Agreement. If In any such action is brought against an indemnified partyproceeding, the indemnifying party will be entitled to participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereofretain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party’s expense party unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (iiA) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) days after notice shall have mutually agreed to the retention of any such action or proceedingcounsel, or (iiiB) the indemnifying party fails promptly to assume the defense of such proceeding or fails to employ counsel reasonably, satisfactory to such indemnified party, or (C) (1) the named parties to any such action or proceeding (including including, without limitation, any impleaded parties) include the both such indemnified party or an Affiliate of such indemnified party and the any indemnifying party or an Affiliate of such indemnifying party, (2) 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 the (3) such indemnified party shall have been advised by such counsel that there may be one exist a conflict of interest between or more legal defenses available to the among such indemnified, party or such Affiliate of such indemnified party that are different from and any indemnifying party or additional to those available to such Affiliate of any indemnifying party, in which case, if such indemnified party notifies the indemnifying party (in which case writing that it elects to employ separate counsel of its choice at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of thereof and such action or proceeding on behalf counsel shall be at the expense of the indemnified indemnifying party), ; it being understood, however, that unless there exists a conflict among indemnified parties, the indemnifying party parties shall not, in connection with any one such action proceeding or separate but substantially similar or related actions proceedings in the same jurisdiction 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 together with appropriate local counsel 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 is necessaryconsent shall not be unreasonably withheld) but, in the good faith opinion of both counsel if settled with such consent or if there be a final judgment for the indemnifying party and counsel for the indemnified party in order to adequately represent the 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 partyplaintiff, the indemnifying party will 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 any indemnified party (which consent shall not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry , effect any settlement of any judgment pending or enter into any settlement threatened proceeding in respect of which (i) does not include as an unconditional term the giving such indemnified party is a party and indemnity could have been sought hereunder by the claimant or plaintiff, to the such indemnified party, unless such settlement includes an unconditional release of a release such indemnified party from all liability in respect on all claims that are the subject matter of such claim or litigation or (ii) involves the imposition proceeding with no payment by such indemnified party of equitable remedies or the imposition of any non-financial obligations on the indemnified partyconsideration.

Indemnification Procedures. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in Section 5.1 and Section 5.2 hereofthe preceding Sections of this Article V, the indemnified party will, if a resulting claim in respect thereof is to be made or may be made against an any indemnifying party, give written notice to such the indemnifying party of the commencement of the action. The failure of any indemnified party to give notice shall not relieve the indemnifying party of its obligations in this Article V, except to the extent that the indemnifying party is actually 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 participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigationdefense. 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 (ia) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (iib) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within thirty (30) 30 days after notice of any such action or proceeding, or (iiic) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it 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 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 adequately represent the 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, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent will not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (ix) 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 or (iiy) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified party.

Indemnification Procedures. Promptly If any party hereto discovers or otherwise becomes aware of a claim for Damages arising under this Article 8, such indemnified party shall give written notice to the indemnifying party, specifying such claim, and may thereafter exercise any remedies available to such party under this Agreement; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of any obligations hereunder, to the extent the indemnifying party is not materially prejudiced thereby. Further, promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action involving or proceeding with respect to which a claim referred to in Section 5.1 and Section 5.2 hereoffor Damages arising under Sections 8.1 or 8.2 hereof may be made, the such indemnified party willshall, if a claim in respect thereof is to be made or may be made against an any indemnifying party, give written notice to such indemnifying party the latter of the commencement of such action; provided, however, that the action. The failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its any obligations in this Article Vhereunder, except to the extent that the indemnifying party is actually not materially prejudiced by the failure to give noticethereby. If In case any such action is brought against an indemnified party, the indemnifying party will shall be entitled to participate in and to assume the defense of thereof, jointly with any other indemnifying party similarly notified, to the action extent that it may wish, with counsel reasonably satisfactory to the such indemnified party, and after such notice from the indemnifying party to such indemnified party of its election so to assume the defense of the actionthereof, the indemnifying party will shall not be liable to such indemnified party for any legal or other expenses subsequently 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 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 thereof unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the 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 the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right failed to assume the defense of such action or proceeding on behalf of the claim and to employ counsel reasonably satisfactory to such indemnified party), it being understood, however, that the person. Any indemnifying party who elects not to assume the defense of a claim shall not, not be liable for the fees and expenses of more than one counsel in connection any single jurisdiction for all parties indemnified by such indemnifying party with any one respect to such action claim or with respect to claims separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstancesallegations. Notwithstanding any of the foregoing to the contrary, the indemnified party will be liable for entitled to select its own counsel and assume the reasonable fees and expenses defense 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 any action brought against it if the indemnifying party and fails to select counsel for reasonably satisfactory to the indemnified party in order to adequately represent party, and the indemnified parties) for the indemnified party and that all expenses of such fees and expenses defense shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed paid by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will shall consent to entry of any judgment or enter into any settlement with respect to a claim without the consent of the indemnified party, which (i) does consent shall not include be unreasonably withheld, or unless such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff, plaintiff to the such indemnified party, party of a release from all liability in with respect to such claim. No indemnified party shall consent to entry of any judgment or enter into any settlement of any such action, the defense of which has been assumed by an indemnifying party, without the consent of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified indemnifying party, which consent shall not be unreasonably withheld.