Common use of Notice and Defense of Claim Clause in Contracts

Notice and Defense of Claim. The Indemnitee, as a condition precedent to his right to be indemnified under this Agreement, shall give to the Company notice in writing as soon as practicable of any claim made against him for which indemnity will or could be sought under this Agreement. Notice to the Company shall be given at its principal office, shall be directed to the Corporate Secretary (or such other address as the Company shall designate in writing to the Indemnitee) and shall be effective only upon actual receipt. In addition, the Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within the Indemnitee’s power. With respect to any such Proceeding: (a) the Company will be entitled to participate therein at its own expense; and (b) except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee, given within a reasonable time, of its election so to assume the defense thereof, the Company will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding except as otherwise provided below. Indemnitee shall have the right to employ his own counsel in such Proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Company, or (ii) Indemnitee shall have obtained the written opinion of reputable counsel with expertise in such matters (such counsel to be reasonably satisfactory to a majority of disinterested directors) that there may be one or more defenses available to Indemnitee that could reasonably be expected to result in a conflict of interest between the Company and Indemnitee in the conduct of the defense of such action, in each of which cases the reasonable fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or that is the subject of the opinion provided by Indemnitee under clause (ii) above. The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its prior written consent. Indemnitee shall execute and deliver such agreements, releases and other documents as the Company may reasonably request to effect a settlement of any Proceeding. Without Indemnitee’s consent, the Company shall not enter into any settlement that provides for any action by Indemnitee other than the payment of amounts against which Indemnitee is entitled to indemnification hereunder. In the event that the Company proposes to settle any Proceeding by the payment of damages against which Indemnitee is entitled to indemnification hereunder and in an amount that the plaintiff has indicated would be acceptable, and the Indemnitee refuses to enter into a reasonable settlement agreement, the Company shall not thereafter be responsible for any costs of defense or the amount by which any judgment or settlement thereafter paid exceeds the damages that the Company proposed to pay in settlement. Neither the Company nor Indemnitee will unreasonably withhold their consent to any proposed settlement.

Notice and Defense of Claim. The Indemniteeparties each agree that, as a condition precedent to his right to be indemnified under this Agreement, shall give to the Company notice in writing as soon as practicable upon commencement by or against it of any claim made against him for action in respect of which indemnity will or could may be sought under this Agreement. Section 14.13(a) or 14.13(b), the party seeking indemnification (the “Indemnitee”) shall promptly give written notice thereof (a “Notice of Claim”) to the Company party against whom indemnity shall be given at its principal officesought hereunder (the “Indemnitor”), but the failure so to notify such Indemnitor of any such action shall be directed not relieve such Indemnitor from any liability which it may have to the Corporate Secretary (or such other address as the Company shall designate in writing Indemnitee except to the Indemnitee) and extent that such failure to notify shall be effective only upon actual receiptadversely affect the rights of the Indemnitor. In addition, the Indemnitee The Indemnitor shall give the Company such information and cooperation as it may reasonably require and as shall be within the Indemnitee’s power. With respect to any such Proceeding: (a) the Company will be entitled to participate therein at its own expense; and (b) except as otherwise provided belowexpense in the defense or, if it so elects, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee, given within a reasonable time, of its election so to assume the defense thereof, the Company will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding except as otherwise provided below. Indemnitee shall have the right to employ his own counsel in such Proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Company, or (ii) Indemnitee shall have obtained the written opinion of reputable counsel with expertise in such matters (such counsel to be reasonably satisfactory to a majority of disinterested directors) that there may be one or more defenses available to Indemnitee that could reasonably be expected to result in a conflict of interest between the Company and Indemnitee in the conduct of the defense of such action, in each which event such defense shall be conducted by counsel chosen by such Indemnitor and reasonably satisfactory to the Indemnitee who shall be the defendant in such action, and such defendant shall bear the fees and expenses of which cases any additional counsel retained by it; provided, that, if the defendants in any such action include both an Indemnitor and the Indemnitee, and if the Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Indemnitor, the Indemnitee shall have the right to select separate counsel to assert such legal defenses and to participate otherwise in the defense of such action on behalf of such Indemnitee. The Indemnitor shall bear the reasonable fees and expenses of the counsel retained by the Indemnitee if (a) the Indemnitee shall have retained such counsel in accordance with the proviso to the preceding sentence, (b) the Indemnitor shall elect not to assume the defenses of such action, (c) the Indemnitor, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnitee to represent the Indemnitee’s , or (d) the Indemnitor shall have authorized the employment of counsel shall be for the Indemnitee at the expense of the CompanyIndemnitor. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or that is the subject of the opinion provided by An Indemnitee under clause (ii) above. The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its prior written consent. Indemnitee shall execute and deliver such agreements, releases and other documents as the Company may reasonably request to effect a settlement of any Proceeding. Without Indemnitee’s consent, the Company shall not enter into a settlement or other compromise with respect to any settlement that provides for any action by Indemnitee other than claim without the payment prior written consent of amounts against the Indemnitor, which Indemnitee is entitled to indemnification hereunder. In the event that the Company proposes to settle any Proceeding by the payment of damages against which Indemnitee is entitled to indemnification hereunder and in an amount that the plaintiff has indicated would be acceptable, and the Indemnitee refuses to enter into a reasonable settlement agreement, the Company consent shall not thereafter be responsible for any costs of defense unreasonably withheld or the amount by which any judgment or settlement thereafter paid exceeds the damages that the Company proposed to pay in settlement. Neither the Company nor Indemnitee will unreasonably withhold their consent to any proposed settlementdelayed.

Notice and Defense of Claim. The IndemniteeIndemnified Person shall promptly notify the Indemnifying Person in writing of the commencement of any Third Person Proceeding for which indemnification may be claimed hereunder, as a condition precedent provided that any failure to his right to be indemnified so notify the Indemnifying Person shall not relieve it from its obligations under this Agreement, shall give to Section 11. If it receives notice of a Third Person Proceeding from the Company notice in writing as soon as practicable of any claim made against him for which indemnity will or could be sought under this Agreement. Notice to the Company shall be given at its principal office, shall be directed to the Corporate Secretary (or such other address as the Company shall designate in writing to the Indemnitee) and shall be effective only upon actual receipt. In additionIndemnified Person, the Indemnitee shall give Indemnifying Person may participate in the Company such information and cooperation as it may reasonably require and as shall be within the Indemnitee’s power. With respect to any such Proceeding: (a) the Company will be entitled to participate therein Proceeding at its own expense; expense and (b) except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee, given within a reasonable time, of its election so to assume choice unless counsel for the defense thereof, the Company will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding except as otherwise provided below. Indemnitee shall have the right to employ his own counsel in such Proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Company, or (ii) Indemnitee shall have obtained the written opinion of reputable counsel with expertise in such matters (such counsel to be Indemnifying Person reasonably satisfactory to a majority of disinterested directors) concludes that there may would be one or more defenses available to Indemnitee that could reasonably be expected to result in a conflict of interest between the Company Indemnifying Person and Indemnitee in the conduct of Indemnified Person that precludes their joint representation under Applicable Law or ethical canons. If the Indemnifying Person assumes the defense of such actionthe Third Person Proceeding, it shall not be liable to the Indemnified Person for any Litigation Expenses subsequently incurred by it in connection with the defense thereof, except to the extent that the Indemnifying Person authorizes the Indemnified Person to engage separate counsel or the Indemnifying Person or its counsel fails to act with reasonable diligence in assuming the defense of the Proceeding, in each of which cases events all Litigation Expenses thereafter incurred by the reasonable fees and expenses of Indemnitee’s Indemnified Person for employing separate counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or that is the subject of the opinion provided by Indemnitee under clause (ii) above. The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its prior written consent. Indemnitee shall execute and deliver such agreements, releases and other documents as the Company may reasonably request to effect a settlement of any Proceeding. Without Indemnitee’s consent, the Company shall not enter into any settlement that provides for any action by Indemnitee other than the payment of amounts against which Indemnitee is entitled to indemnification hereunder. In no event shall the event that Indemnifying Person be obligated for the Company proposes Litigation Expenses of more than one separate counsel to settle any Proceeding by the payment of damages against which Indemnitee is entitled to indemnification hereunder and represent all Indemnified Parties in an amount that the plaintiff has indicated would be acceptable, and the Indemnitee refuses to enter into a reasonable settlement agreement, the Company shall not thereafter be responsible for any costs of defense or the amount by which any judgment or settlement thereafter paid exceeds the damages that the Company proposed to pay in settlement. Neither the Company nor Indemnitee will unreasonably withhold their consent to any proposed settlementparticular Third Person Proceeding.

Notice and Defense of Claim. The Indemnitee, as a condition precedent to his right to In case any proceeding (including any governmental investigation) shall be indemnified under this Agreement, shall give to the Company notice instituted involving any person in writing as soon as practicable respect of any claim made against him for which indemnity will or could may be sought under this Agreement. Notice pursuant to the Company shall be given at its principal office, shall be directed to the Corporate Secretary (or such other address as the Company shall designate in writing to the Indemnitee) and shall be effective only upon actual receipt. In addition, the Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within the Indemnitee’s power. With respect to any such Proceeding: either paragraph (a) the Company will be entitled to participate therein at its own expense; and or (b) except as otherwise provided belowof this Section 6, to such person (the extent that it "indemnified party") shall promptly notify the person against whom such indemnity may wishbe sought (the "indemnifying party") in writing, and the Company jointly with any other indemnifying party similarly notified will be entitled to assume party, upon request of the defense thereofindemnified party, with shall retain counsel reasonably satisfactory to Indemnitee. After notice from the Company indemnified party to Indemnitee, given within a reasonable time, of its election so to assume represent the defense thereof, indemnified party and any others the Company will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee indemnifying party may designate in connection with such proceeding and shall pay the defense fees and disbursements of such Proceeding except as otherwise provided belowcounsel related to such proceeding. Indemnitee In any such proceeding, any indemnified party shall have the right to employ his retain its own counsel in such Proceeding counsel, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee such indemnified party unless (i) the employment indemnifying party and the indemnified party shall have mutually agreed to the retention of counsel by Indemnitee has been authorized by the Companysuch counsel, or (ii) Indemnitee the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be in appropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall have obtained not, in respect of the written opinion legal expenses of reputable counsel any indemnified party in connection with expertise in such matters (such counsel to be reasonably satisfactory to a majority of disinterested directors) that there may be one any proceeding or more defenses available to Indemnitee that could reasonably be expected to result in a conflict of interest between the Company and Indemnitee related proceedings in the conduct of same jurisdiction, be liable for the defense of such action, in each of which cases the reasonable fees and expenses of Indemnitee’s counsel more than one separate firm (in addition to any local counsel) for all such indemnified parties and that all such fees and expenses shall be at reimbursed as they are incurred. Such firm shall be designated in writing by the expense Investors that are indemnified parties in the case of parties to be indemnified pursuant to paragraph (a) of this Section 6 and by Norwest in the Companycase of parties to be indemnified pursuant to paragraph (b) of this Section 6. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or that is the subject of the opinion provided by Indemnitee under clause (ii) above. The Company An indemnifying party shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding proceeding effected without its prior written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Indemnitee shall execute and deliver such agreementsNo indemnifying party shall, releases and other documents as without the Company may reasonably request to prior written consent of the indemnified party, effect a any settlement of any Proceeding. Without Indemnitee’s consent, the Company shall not enter into any settlement that provides for any action by Indemnitee other than the payment pending or threatened proceeding in respect of amounts against which Indemnitee is entitled to indemnification hereunder. In the event that the Company proposes to settle any Proceeding by the payment of damages against which Indemnitee is entitled to indemnification hereunder and in an amount that the plaintiff has indicated would be acceptable, and the Indemnitee refuses to enter into a reasonable settlement agreement, the Company shall not thereafter be responsible for any costs of defense or the amount by which any judgment indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement thereafter paid exceeds includes an unconditional release of such indemnified party from all liability on claims that are the damages that the Company proposed to pay in settlement. Neither the Company nor Indemnitee will unreasonably withhold their consent to any proposed settlementsubject matter of such proceeding.

Notice and Defense of Claim. The IndemniteeIndemnitee agrees promptly to notify the Trust in writing upon being served with any summons, as a condition precedent citation, subpoena, complaint, indictment, information or other document relating to his right any Proceeding or matter which may be subject to be indemnified under indemnification or advancement of expenses covered hereunder. Notwithstanding any other provision of this Agreement, shall give to the Company notice in writing as soon as practicable of any claim made against him for which indemnity will or could be sought under this Agreement. Notice to the Company shall be given at its principal office, shall be directed to the Corporate Secretary (or such other address as the Company shall designate in writing to the Indemnitee) and shall be effective only upon actual receipt. In addition, the Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within the Indemnitee’s power. With with respect to any such Proceeding: Proceeding or matter as to which Indemnitee notifies the Trust of the commencement thereof: (a) the Company The Trust will be entitled to participate therein at its own expense; and . (b) except Except as otherwise provided belowin this Section 9(b), to the extent that it may wishdesires, the Company Trust, jointly with any other indemnifying party similarly notified will notified, shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company Trust to Indemnitee, given within a reasonable time, Indemnitee of its election to so to assume the defense thereof, the Company will Trust shall not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of such Proceeding except investigation or as otherwise provided below. Indemnitee shall have the right to employ his own counsel in such Proceeding or matter, but the fees and expenses of such counsel incurred after notice from the Company Trust of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Company, or Trust; (ii) Indemnitee shall have obtained the written opinion of reputable counsel with expertise in such matters (such counsel to be reasonably satisfactory to a majority of disinterested directors) concluded that there may be one or more defenses available to Indemnitee that could reasonably be expected to result in a conflict of interest between the Company Trust and Indemnitee in the conduct of the defense of such action; or (iii) the Trust shall not in fact have employed counsel to assume the defense of such Proceeding or matter, in each of which cases the reasonable fees and expenses of Indemnitee’s counsel shall be at the expense of the CompanyTrust. The Company Trust shall not be entitled to assume the defense of any Proceeding or matter brought by or on behalf of the Company Trust or that is as to which Indemnitee shall have made the subject of the opinion conclusion provided by Indemnitee under clause for in (ii) above. . (c) The Company Trust shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected or matter affected without its prior written consent. Indemnitee shall execute and deliver such agreements, releases and other documents as the Company may reasonably request to effect a settlement of any Proceeding. Without Indemnitee’s consent, the Company The Trust shall not enter into any settlement that provides for any action by Indemnitee other than the payment of amounts against which Indemnitee is entitled to indemnification hereunder. In the event that the Company proposes to settle any Proceeding by the payment of damages against which or matter in any manner that would impose any penalty or limitation on Indemnitee is entitled to indemnification hereunder and in an amount that the plaintiff has indicated would be acceptable, and the Indemnitee refuses to enter into a reasonable settlement agreement, the Company shall not thereafter be responsible for any costs of defense or the amount by which any judgment or settlement thereafter paid exceeds the damages that the Company proposed to pay in settlementwithout Indemnitee's written consent. Neither the Company Trust nor Indemnitee will unreasonably withhold their consent to any proposed settlement.

Notice and Defense of Claim. The Indemnitee, as a condition precedent to his right to be indemnified under this Agreement, shall give to the Company notice in writing as soon as practicable of any claim made against him for which indemnity will or could be sought under this Agreement. Notice to the Company shall be given at its principal office, shall be directed to the Corporate Secretary (or such other address as the Company shall designate in writing to the Indemnitee) and shall be effective only upon actual receipt. In addition, the Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within the Indemnitee’s 's power. With respect to any such Proceeding: (a) the Company will be entitled to participate therein at its own expense; and (b) except as otherwise provided below, below ' to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee, given within a reasonable time, of its election so to assume the defense thereof, the Company will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding except as otherwise provided below. Indemnitee shall have the right to employ his own counsel in such Proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Company, or (ii) Indemnitee shall have obtained the written opinion of reputable refutable counsel with expertise in such matters (such counsel to be reasonably satisfactory to a majority of disinterested directors) that there may be one or more defenses available to Indemnitee that could reasonably be expected to result in a conflict of interest between the Company and Indemnitee in the conduct of the defense of such action, in each of which cases the reasonable fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any Proceeding Proceeding- brought by or on behalf of the Company or that is the subject of the opinion provided by Indemnitee under clause (ii) above. The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its prior written consent. Indemnitee shall execute and deliver such agreements, releases and other documents as the Company may reasonably request to effect a settlement of any Proceeding. Without Indemnitee’s 's consent, the Company shall not enter into any settlement that provides for any action by Indemnitee other than the payment of amounts against which Indemnitee is entitled to indemnification hereunder. In the event that the Company proposes to settle any Proceeding by the payment of damages against which Indemnitee is entitled to indemnification hereunder and in an amount that the plaintiff has indicated would be acceptable, and the Indemnitee refuses to enter into a reasonable settlement agreement, the Company shall not thereafter be responsible for any costs of defense or the amount by which any judgment or settlement thereafter paid exceeds the damages that the Company proposed to pay in settlement. Neither the Company nor Indemnitee will unreasonably withhold their consent to any proposed settlement.

Notice and Defense of Claim. (a) The Indemnitee, as a condition precedent to his right to be indemnified under this Agreement, Indemnified Party shall give to promptly notify the Company notice Indemnifying Party in writing as soon as practicable of the commencement of any claim made against him Proceeding for which indemnity will or could indemnification may be sought claimed hereunder, provided that any failure to so notify the Indemnifying Party shall not relieve it from its obligations under this Agreement. Notice to If it receives notice of a Proceeding from the Company shall be given at its principal office, shall be directed to the Corporate Secretary (or such other address as the Company shall designate in writing to the Indemnitee) and shall be effective only upon actual receipt. In additionIndemnified Party, the Indemnitee shall give Indemnifying Party may participate in the Company such information and cooperation as it may reasonably require and as shall be within the Indemnitee’s power. With respect to any such Proceeding: (a) the Company will be entitled to participate therein Proceeding at its own expense; expense and (b) except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee, given within a reasonable time, of its election so to assume Indemnified Party unless counsel for the defense thereof, the Company will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding except as otherwise provided below. Indemnitee shall have the right to employ his own counsel in such Proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Company, or (ii) Indemnitee shall have obtained the written opinion of reputable counsel with expertise in such matters (such counsel to be Indemnifying Party reasonably satisfactory to a majority of disinterested directors) concludes that there may would be one or more defenses available to Indemnitee that could reasonably be expected to result in a conflict of interest between the Company Indemnifying Party and Indemnitee the Indemnified Party in the conduct of Proceeding. If the Indemnifying Party assumes the defense of such actionthe Proceeding, it shall not be liable to the Indemnified Party for any Expenses subsequently incurred in connection with the defense thereof, except to the extent that the Indemnifying Party authorizes the Indemnified Party to engage separate counsel or the Indemnifying Party or its counsel fails to act with reasonable diligence in assuming the defense of the Proceeding, in each of which cases events all Expenses thereafter incurred by the reasonable fees and expenses of Indemnitee’s Indemnified Party for employing separate counsel shall be at subject to indemnification hereunder. In no event shall the expense Indemnifying Party be obligated for the Expenses of more than one separate counsel to represent all Indemnified Parties in a particular Proceeding. (b) Without the prior written consent of the Company. The Company Indemnified Party, the Indemnifying Party shall not settle any Proceeding, permit a default judgment to be entitled entered therein or consent to assume the defense entry of any Proceeding brought by adverse judgment therein unless the settlement, compromise or on behalf consent includes an unconditional release in favor of the Company or that is the subject of the opinion provided Indemnified Party by Indemnitee under clause all claimants from any liability therein. (iic) above. The Company Indemnifying Party shall not be liable to indemnify Indemnitee the Indemnified Party under this Agreement for any amounts paid in settlement of any a Proceeding effected without its prior written consent. Indemnitee shall execute and deliver such agreements, releases and other documents as which the Company may reasonably request to effect a settlement of any Proceeding. Without Indemnitee’s consent, the Company Indemnifying Party shall not enter into any settlement that provides for any action by Indemnitee other than the payment of amounts against which Indemnitee is entitled to indemnification hereunder. In the event that the Company proposes to settle any Proceeding by the payment of damages against which Indemnitee is entitled to indemnification hereunder and in an amount that the plaintiff has indicated would be acceptable, and the Indemnitee refuses to enter into a reasonable settlement agreement, the Company shall not thereafter be responsible for any costs of defense or the amount by which any judgment or settlement thereafter paid exceeds the damages that the Company proposed to pay in settlement. Neither the Company nor Indemnitee will unreasonably withhold their consent to any proposed settlementor delay.

Notice and Defense of Claim. The Indemnitee, as a condition precedent to his right (a) No later than ten (10) calendar days after receipt by the Indemnitee of notice of the commencement of any Proceeding in which the Indemnitee is made or is threatened to be indemnified made a part of or a witness to and a claim in respect thereof is to be made against the Company under this Agreement, the Indemnitee shall give notify the Company in writing of the commencement of such Proceeding and the request for indemnification, but the Indemnitee’s failure to notify and/or to request indemnification from the Company as such shall not relieve the Company from any obligation to indemnify or advance Defense Expenses to the Indemnitee under this Agreement, except to the extent such delay in providing notice has caused actual damages to the Company notice through prejudice to the Company’s rights under any contract or law or its ability to defend the Proceeding. (b) Except as otherwise provided below, in writing as soon as practicable the case of any claim made Proceeding relating to an Indemnifiable Event commenced against him for which indemnity will or could be sought under this Agreement. Notice to the Indemnitee, the Company shall be given at its principal office, shall be directed to the Corporate Secretary (or such other address as the Company shall designate in writing to the Indemnitee) and shall be effective only upon actual receipt. In addition, the Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within the Indemnitee’s power. With respect to any such Proceeding: (a) the Company will be entitled to participate therein at its own expense; and (b) except as otherwise provided belowexpense and, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof. If the Company wishes to assume the defense of any Proceeding hereunder, with the Company must give written notice to the Indemnitee of such assumption of defense and of its choice of counsel. Such choice of counsel reasonably satisfactory to Indemniteemust be approved in writing by the Indemnitee in his or her sole discretion, which will not be unreasonably withheld nor delayed, before the Company’s assumption of defense hereunder may proceed. After notice from the Company to Indemnitee, given within a reasonable time, Indemnitee of its election so to assume the defense thereofof the Proceeding and the Indemnitee’s approval of the Company’s choice of counsel, the Company will shall not be liable obligated to the Indemnitee under this Agreement for any legal or other expenses Defense Expenses subsequently incurred by the Indemnitee in connection with the defense of the Proceeding, other than reasonable costs of investigation, travel and lodging Defense Expenses arising out of the Indemnitee’s participation in such Proceeding except Proceeding, or as otherwise provided belowherein. The Indemnitee shall have the right to employ his Indemnitee’s own independent counsel in such Proceeding but the fees and expenses Defense Expenses of such counsel incurred after notice from the Company to the Indemnitee of its assumption of the defense thereof of the Proceeding shall be at the Indemnitee’s expense of Indemnitee unless (i) unless the employment of such counsel by Indemnitee has been requested by the Indemnitee and authorized in writing by the Company, or (ii) Indemnitee shall have obtained unless the written opinion of reputable counsel with expertise in such matters (such Company has not employed counsel to be reasonably satisfactory to a majority of disinterested directors) that there may be one or more defenses available to Indemnitee that could reasonably be expected to result in a conflict of interest between the Company and Indemnitee in the conduct of assume the defense of such actionProceeding, in each of which cases case the reasonable fees and expenses Defense Expenses of Indemnitee’s counsel shall be at the expense of the Company, subject to and in accordance with this Agreement, or (iii) unless counsel for the Indemnitee has provided a written opinion to the Company in accordance with applicable standards of professional conduct that there is a conflict of interest between the Company and the Indemnitee in the defense of such Proceeding, or (iv) except for reasonable costs and Defense Expenses of counsel for Indemnitee to monitor the Proceeding (provided, however, that such counsel for Indemnitee will not appear as counsel of record in any such Proceeding). The Company shall not be entitled to assume and direct the defense of any Proceeding brought by or on behalf of the Company or that is the subject of the opinion provided by Indemnitee under clause as to which subsections (i), (ii), or (iii) above. The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its prior written consent. Indemnitee shall execute and deliver such agreements, releases and other documents as the Company may reasonably request to effect a settlement of any Proceeding. Without Indemnitee’s consent, the Company shall not enter into any settlement that provides for any action by Indemnitee other than the payment of amounts against which Indemnitee is entitled to indemnification hereunder. In the event that the Company proposes to settle any Proceeding by the payment of damages against which Indemnitee is entitled to indemnification hereunder and in an amount that the plaintiff has indicated would be acceptable, and the Indemnitee refuses to enter into a reasonable settlement agreement, the Company shall not thereafter be responsible for any costs of defense or the amount by which any judgment or settlement thereafter paid exceeds the damages that the Company proposed to pay in settlement. Neither the Company nor Indemnitee will unreasonably withhold their consent to any proposed settlementabove apply.

Notice and Defense of Claim. The Indemnitee, as a condition precedent to his right to be indemnified under this Agreement, shall give to the Company notice in writing as soon as practicable of any claim made against him for which indemnity will or could be sought under this Agreement. Notice to the Company shall be given at its principal office, shall be directed to the Corporate Secretary (or such other address as the Company shall designate in writing to the Indemnitee) and shall be effective only upon actual receipt. In addition, the Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within the Indemnitee’s 's power. With respect to any such Proceeding: (a) the Company will be entitled to participate therein at its own expense; and (b) except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee, given within a reasonable time, of its election so to assume the defense thereof, the Company will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding except as otherwise provided below. Indemnitee shall have the right to employ his own counsel in such Proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Company, or (ii) Indemnitee shall have obtained the written opinion of reputable counsel with expertise in such matters (such counsel to be reasonably satisfactory to a majority of disinterested directors) that there may be one or more defenses available to Indemnitee that could reasonably be expected to result in a conflict of interest between the Company and Indemnitee in the conduct of the defense of such action, in each of which cases the reasonable fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or that is the subject of the opinion provided by Indemnitee under clause (ii) above. The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its prior written consent. Indemnitee shall execute and deliver such agreements, releases and other documents as the Company may reasonably request to effect a settlement of any Proceeding. Without Indemnitee’s 's consent, the Company shall not enter into any settlement that provides for any action by Indemnitee other than the payment of amounts against which Indemnitee is entitled to indemnification hereunder. In the event that the Company proposes to settle any Proceeding by the payment of damages against which Indemnitee is entitled to indemnification hereunder and in an amount that the plaintiff has indicated would be acceptable, and the Indemnitee refuses to enter into a reasonable settlement agreement, the Company shall not thereafter be responsible for any costs of defense or the amount by which any judgment or settlement thereafter paid exceeds the damages that the Company proposed to pay in settlement. Neither the Company nor Indemnitee will unreasonably withhold their consent to any proposed settlement.

Notice and Defense of Claim. The IndemniteeIndemnitee agrees promptly to notify the Trust in writing upon being served with any summons, as a condition precedent citation, subpoena, complaint, indictment, information or other document relating to his right any Proceeding or matter which may be subject to be indemnified under indemnification or advancement of expenses covered hereunder. Notwithstanding any other provision of this Agreement, shall give to the Company notice in writing as soon as practicable of any claim made against him for which indemnity will or could be sought under this Agreement. Notice to the Company shall be given at its principal office, shall be directed to the Corporate Secretary (or such other address as the Company shall designate in writing to the Indemnitee) and shall be effective only upon actual receipt. In addition, the Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within the Indemnitee’s power. With with respect to any such Proceeding: Proceeding or matter as to which Indemnitee notifies the Trust of the commencement thereof: (a) the Company The Trust will be entitled to participate therein at its own expense; and . (b) except Except as otherwise provided belowin this Section 9(b), to the extent that it may wishdesires, the Company Trust, jointly with any other indemnifying party similarly notified will notified, shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company Trust to Indemnitee, given within a reasonable time, Indemnitee of its election to so to assume the defense thereof, the Company will Trust shall not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of such Proceeding except investigation or as otherwise provided below. Indemnitee shall have the right to employ his own counsel in such Proceeding or matter, but the fees and expenses of such counsel incurred after notice from the Company Trust of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Company, or Trust; (ii) Indemnitee shall have obtained the written opinion of reputable counsel with expertise in such matters (such counsel to be reasonably satisfactory to a majority of disinterested directors) that there may be one or more defenses available to Indemnitee that could reasonably be expected to result in a conflict of interest between the Company and Indemnitee in the conduct of the defense of such action, in each of which cases the reasonable fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or that is the subject of the opinion provided by Indemnitee under clause (ii) above. The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its prior written consent. Indemnitee shall execute and deliver such agreements, releases and other documents as the Company may reasonably request to effect a settlement of any Proceeding. Without Indemnitee’s consent, the Company shall not enter into any settlement that provides for any action by Indemnitee other than the payment of amounts against which Indemnitee is entitled to indemnification hereunder. In the event that the Company proposes to settle any Proceeding by the payment of damages against which Indemnitee is entitled to indemnification hereunder and in an amount that the plaintiff has indicated would be acceptable, and the Indemnitee refuses to enter into a reasonable settlement agreement, the Company shall not thereafter be responsible for any costs of defense or the amount by which any judgment or settlement thereafter paid exceeds the damages that the Company proposed to pay in settlement. Neither the Company nor Indemnitee will unreasonably withhold their consent to any proposed settlement.reasonably

Notice and Defense of Claim. The Indemnitee, as a condition precedent to his right to be indemnified under this Agreement, shall give to the Company notice in writing as soon as practicable of any claim made against him for which indemnity will or could be sought under this Agreement. Notice to the Company shall be given at its principal office, shall be directed to the Corporate Secretary (or such other address as the Company shall designate in writing to the Indemnitee) and shall be effective only upon actual receipt. In addition, the Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within the Indemnitee’s 's power. With respect to any such Proceeding: (a) the Company will be entitled to participate therein at its own expense; and (b) except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee, given within a reasonable time, of its election so to assume the defense thereof, the Company will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding except as otherwise provided below. Indemnitee shall have the right to employ his own counsel in such Proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Company, or (ii) Indemnitee shall have obtained the written opinion of reputable counsel with expertise in such matters (such counsel to be reasonably satisfactory to a majority of disinterested directors) that there may be one or more defenses available to Indemnitee that could reasonably be expected to result in a conflict of interest between the Company and Indemnitee in the conduct of the defense of such action, in each of which cases the reasonable fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or that is the subject of the opinion provided by Indemnitee under clause (ii) above. The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its prior written consent. Indemnitee shall execute and deliver such agreements, releases and other documents as the Company may reasonably request to effect a settlement of any Proceeding. Without Indemnitee’s 's consent, the Company shall not enter into any settlement that provides for any action by Indemnitee other than the payment of amounts against which Indemnitee is entitled to indemnification hereunder. In the event that the Company proposes to settle any Proceeding by the payment of damages against which Indemnitee is entitled to indemnification hereunder and in an amount that the plaintiff has indicated would be acceptable, and the Indemnitee refuses to enter into a reasonable settlement agreement, the Company shall not thereafter be responsible for any costs of defense or the amount by which any judgment judgement or settlement thereafter paid exceeds the damages that the Company proposed to pay in settlement. Neither the Company nor Indemnitee will unreasonably withhold their consent to any proposed settlement.

Notice and Defense of Claim. The Indemnitee(a) Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall provide written notice (“Indemnification Notice”) to the Seller Representative regarding the indemnification obligation of the Sellers or, if applicable, the relevant Seller (in either case the “Indemnifying Party or Parties”), by delivery of such notice to the Seller Representative, within sixty (60) days of becoming aware of the right to indemnification and, as expeditiously as possible thereafter, the facts constituting the basis for such claim (provided that failure to give such notice shall not affect the indemnification obligations of the Indemnifying Parties hereunder, except to the extent such failure materially prejudices such party’s ability to successfully defend the matter giving rise to the indemnification claim), together with the amount of such claim and wire transfer instructions for satisfaction of the same. Simultaneously, a condition precedent copy of such notice shall be provided to his right the surety under the Surety Bond. The Indemnifying Parties shall have ten (10) Business Days following the date of the Indemnification Notice to satifsy such claim for indemnifcation, by delivery to the Indemnified Party of immediately available funds unelss the Indemnifying Parties shall, prior to the end of such ten (10) Business Days, dispute such indemnification claim, by delivery of a written notice to the Indemnified Party (with a copy to the surety) setting forth the amount so disputed and the rationale for such determination (which shall be indemnified under made in a commercially reasonable manner). (b) In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, shall give the Indemnifying Party, at its sole cost and expense and upon written notice to the Company notice in writing as soon as practicable of any claim made against him for which indemnity will or could be sought under this Agreement. Notice to the Company shall be given at its principal officeIndemnified Party, shall be directed to the Corporate Secretary (or such other address as the Company shall designate in writing to the Indemnitee) and shall be effective only upon actual receipt. In addition, the Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within the Indemnitee’s power. With respect to any such Proceeding: (a) the Company will be entitled to participate therein at its own expense; and (b) except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, of any such claim or legal proceeding with counsel reasonably satisfactory to Indemniteethe Indemnified Party (but in no event shall the Indemnifying Party enter into a settlement of any such claim or proceeding where the result is an admission of liability or cause on the part of the Indemnified Party or any Spinwell Entity, without the prior written consent of the Indemnified Party.). After notice from the Company The Indemnified Party shall be entitled to Indemnitee, given within a reasonable time, of its election so to assume the defense thereof, the Company will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee participate in connection with the defense of such Proceeding except as otherwise provided below. Indemnitee shall have the right to employ his own counsel in such Proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Company, or (ii) Indemnitee shall have obtained the written opinion of reputable counsel with expertise in such matters (such counsel to be reasonably satisfactory to a majority of disinterested directors) that there may be one or more defenses available to Indemnitee that could reasonably be expected to result in a conflict of interest between the Company and Indemnitee in the conduct of the defense of any such action, in each of which cases with its counsel and at its own expense. If the reasonable fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall Indemnifying Party does not be entitled to assume the defense of any Proceeding brought by such claim or on behalf of litigation resulting therefrom, the Company or that is the subject of the opinion provided by Indemnitee under clause (ii) above. The Company Indemnified Party may, but shall not be liable obligated to, defend against such claim or litigation in such manner as it may deem appropriate including, but not limited to, settling such claim or litigation, after giving notice thereof to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its prior written consent. Indemnitee shall execute and deliver the Indemnifying Party, on such agreements, releases and other documents terms as the Company Indemnified Party may reasonably request deem appropriate (subject to effect a settlement of any Proceeding. Without Indemnitee’s consent, the Company shall not enter into any settlement that provides for any foregoing) and no action by Indemnitee other than the payment of amounts against which Indemnitee is entitled to indemnification hereunder. In the event that the Company proposes to settle any Proceeding taken by the payment Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of damages against which Indemnitee is entitled to its indemnification hereunder and in an amount that the plaintiff has indicated would be acceptable, and the Indemnitee refuses to enter into a reasonable settlement agreement, the Company shall not thereafter be responsible for any costs of defense or the amount by which any judgment or settlement thereafter paid exceeds the damages that the Company proposed to pay in settlement. Neither the Company nor Indemnitee will unreasonably withhold their consent obligations herein provided with respect to any proposed settlementDamages resulting therefrom.

Notice and Defense of Claim. The IndemniteeIndemnitee agrees promptly to notify the Trust in writing upon being served with any summons, as a condition precedent citation, subpoena, complaint, indictment, information or other document relating to his right any Proceeding or matter which may be subject to be indemnified under indemnification or advancement of expenses covered hereunder. Notwithstanding any other provision of this Agreement, shall give to the Company notice in writing as soon as practicable of any claim made against him for which indemnity will or could be sought under this Agreement. Notice to the Company shall be given at its principal office, shall be directed to the Corporate Secretary (or such other address as the Company shall designate in writing to the Indemnitee) and shall be effective only upon actual receipt. In addition, the Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within the Indemnitee’s power. With with respect to any such Proceeding: Proceeding or matter as to which Indemnitee notifies the Trust of the commencement thereof: (a) the Company The Trust will be entitled to participate therein at its own expense; and . (b) except Except as otherwise provided belowin this Section 9(b), to the extent that it may wishdesires, the Company Trust, jointly with any other indemnifying party similarly notified will notified, shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company Trust to Indemnitee, given within a reasonable time, Indemnitee of its election to so to assume the defense thereof, the Company will Trust shall not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of such Proceeding except investigation or as otherwise provided below. Indemnitee shall have the right to employ his own counsel in such Proceeding or matter, but the fees and expenses of such counsel incurred after notice from the Company Trust of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Company, or Trust; (ii) Indemnitee shall have obtained the written opinion of reputable counsel with expertise in such matters (such counsel to be reasonably satisfactory to a majority of disinterested directors) concluded that there may be one or more defenses available to Indemnitee that could reasonably be expected to result in a conflict of interest between the Company Trust and Indemnitee in the conduct of the defense of such action, in each of which cases ; or (iii) the reasonable fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company Trust shall not be entitled in fact have employed counsel to assume the defense of any Proceeding brought by or on behalf of the Company or that is the subject of the opinion provided by Indemnitee under clause (ii) above. The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its prior written consent. Indemnitee shall execute and deliver such agreements, releases and other documents as the Company may reasonably request to effect a settlement of any Proceeding. Without Indemnitee’s consent, the Company shall not enter into any settlement that provides for any action by Indemnitee other than the payment of amounts against which Indemnitee is entitled to indemnification hereunder. In the event that the Company proposes to settle any Proceeding by the payment of damages against which Indemnitee is entitled to indemnification hereunder and in an amount that the plaintiff has indicated would be acceptable, and the Indemnitee refuses to enter into a reasonable settlement agreement, the Company shall not thereafter be responsible for any costs of defense or the amount by which any judgment or settlement thereafter paid exceeds the damages that the Company proposed to pay in settlement. Neither the Company nor Indemnitee will unreasonably withhold their consent to any proposed settlement.the

Notice and Defense of Claim. The Indemnitee, as a condition precedent to his the Indemnitee's right to be indemnified under this Agreement, shall give to the Company notice in writing as soon as practicable of any claim made against him the Indemnitee for which indemnity will or could be sought under this Agreement. Notice to the Company shall be given at its principal office, shall be directed to the Corporate Secretary (or such other address as the Company shall designate in writing to the Indemnitee) and shall be effective only upon actual receipt. In addition, the Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within the Indemnitee’s 's power. With respect to any such Proceeding: (a) the Company will be entitled to participate therein at its own expense; and (b) except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee, given within a reasonable time, of its election so to assume the defense thereof, the Company will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding except as otherwise provided below. Indemnitee shall have the right to employ his the Indemnitee's own counsel in such Proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Company, or (ii) Indemnitee shall have obtained the written opinion of reputable counsel with expertise in such matters (such counsel to be reasonably satisfactory to a majority of disinterested directors) that there may be one or more defenses available to Indemnitee that could reasonably be expected to result in a conflict of interest between the Company and Indemnitee in the conduct of the defense of such action, in each of which cases the reasonable fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or that is the subject of the opinion provided by Indemnitee under clause (ii) above. The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its prior written consent. Indemnitee shall execute and deliver such agreements, releases and other documents as the Company may reasonably request to effect a settlement of any Proceeding. Without Indemnitee’s 's consent, the Company shall not enter into any settlement that provides for any action by Indemnitee other than the payment of amounts against which Indemnitee is entitled to indemnification hereunder. In the event that the Company proposes to settle any Proceeding by the payment of damages against which Indemnitee is entitled to indemnification hereunder and in an amount that the plaintiff has indicated would be acceptable, and the Indemnitee refuses to enter into a reasonable settlement agreement, the Company shall not thereafter be responsible for any costs of defense or the amount by which any judgment or settlement thereafter paid exceeds the damages that the Company proposed to pay in settlement. Neither the Company nor Indemnitee will unreasonably withhold their consent to any proposed settlement.indicated

Notice and Defense of Claim. The IndemniteeIndemnitee agrees promptly to notify the --------------------------- Company in writing upon being served with any summons, as a condition precedent citation, subpoena, complaint, indictment, information or other document relating to his right any Proceeding or matter which may be subject to be indemnified under indemnification or advancement of expenses covered hereunder. Notwithstanding any other provision of this Agreement, shall give to the Company notice in writing as soon as practicable of any claim made against him for which indemnity will or could be sought under this Agreement. Notice to the Company shall be given at its principal office, shall be directed to the Corporate Secretary (or such other address as the Company shall designate in writing to the Indemnitee) and shall be effective only upon actual receipt. In addition, the Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within the Indemnitee’s power. With with respect to any such Proceeding: Proceeding or matter as to which Indemnitee notifies the Company of the commencement thereof: (a) the The Company will be entitled to participate therein at its own expense; and . (b) except Except as otherwise provided belowin this Section 7(b), to the extent that it may wishdesires, the Company Company, jointly with any other indemnifying party similarly notified will notified, shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee, given within a reasonable time, Indemnitee of its election to so to assume the defense thereof, the Company will shall not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of such Proceeding except investigation or as otherwise provided below. Indemnitee shall have the right to employ his own counsel in such Proceeding or matter, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Company, or ; (ii) Indemnitee shall have obtained the written opinion of reputable counsel with expertise in such matters (such counsel to be reasonably satisfactory to a majority of disinterested directors) concluded that there may be one or more defenses available to Indemnitee that could reasonably be expected to result in a conflict of interest between the Company and Indemnitee in the conduct of the defense of such action; or (iii) the Company shall not in fact have employed counsel to assume the defense of such Proceeding or matter, in each of which cases the reasonable fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any Proceeding or matter brought by or on behalf of the Company or that is as to which Indemnitee shall have made the subject of the opinion conclusion provided by Indemnitee under clause for in (ii) above. . (c) The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected or matter affected without its prior written consent. Indemnitee shall execute and deliver such agreements, releases and other documents as the Company may reasonably request to effect a settlement of any Proceeding. Without Indemnitee’s consent, the The Company shall not enter into any settlement that provides for any action by Indemnitee other than the payment of amounts against which Indemnitee is entitled to indemnification hereunder. In the event that the Company proposes to settle any Proceeding by the payment of damages against which or matter in any manner that would impose any penalty or limitation on Indemnitee is entitled to indemnification hereunder and in an amount that the plaintiff has indicated would be acceptable, and the Indemnitee refuses to enter into a reasonable settlement agreement, the Company shall not thereafter be responsible for any costs of defense or the amount by which any judgment or settlement thereafter paid exceeds the damages that the Company proposed to pay in settlementwithout Indemnitee's written consent. Neither the Company nor Indemnitee will unreasonably withhold their consent to any proposed settlement.

Notice and Defense of Claim. a) The Indemnitee, as a condition precedent to his right to be indemnified under this Agreement, Companies shall give to the Company Xxxxxx notice in writing as soon as practicable of any claim or action made against him them for which indemnity will or could be sought under this Agreement; provided that the Companies need not give notice more than once as to any such claim or action. Notice to the Company Xxxxxx shall be given at its his principal office, shall be directed to the Corporate Secretary (office or such other address as the Company he shall designate in writing provide to the Indemnitee) and shall be effective only upon actual receiptCompanies in writing. In addition, the Indemnitee Companies shall give the Company Xxxxxx such information and cooperation as it he may reasonably require and as shall be within the Indemnitee’s Companies' power. . b) With respect to any such Proceedingclaim or action: (a) the Company Xxxxxx will be entitled to participate therein at its his own expense; and (b) except as otherwise provided below, to the extent that it he may wish, the Company jointly with any other indemnifying party similarly notified Xxxxxx will be entitled to assume the defense thereof, with counsel reasonably satisfactory to IndemniteeCompanies. After notice from the Company Xxxxxx to IndemniteeCompanies, given within a reasonable time, of its his election so to assume the defense thereof, the Company Xxxxxx will not be liable to Indemnitee Companies under this Agreement for any legal or other expenses subsequently incurred by Indemnitee Companies in connection with the defense of such Proceeding claim or action except as otherwise provided below. Indemnitee Companies shall have the right to employ his their own counsel in such Proceeding claim or action but the fees and expenses of such counsel incurred after notice from the Company Xxxxxx of its his assumption of the defense thereof shall be at the expense of Indemnitee the Companies unless (i) the employment of counsel by Indemnitee Companies has been authorized by the CompanyXxxxxx, or (ii) Indemnitee Companies shall have obtained the written opinion of reputable counsel with expertise in such matters (such counsel to be reasonably satisfactory to a majority of disinterested directors) that there may be one or more defenses available to Indemnitee Companies that could reasonably be expected to result in a conflict of interest between the Company Xxxxxx and Indemnitee Companies in the conduct of the defense of such action, in each of which cases the reasonable actual fees and expenses of Indemnitee’s Companies' counsel shall be at the expense of the CompanyXxxxxx. The Company Xxxxxx shall not be entitled to assume the defense of any Proceeding claim or action brought by or on behalf of the Company Xxxxxx or that is the subject of the opinion provided by Indemnitee Companies under clause (ii) above. The Company . c) In the event Xxxxxx does not assume the defense of any such claim or action, Companies and Xxxxxx shall cooperate in the defense of such action such that all decisions are mutually agreed upon, and Companies shall not make any material decisions with regard to any such claim or action without the previous consent of Xxxxxx, which shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its prior written consent. Indemnitee shall execute and deliver such agreements, releases and other documents as the Company may reasonably request to effect a settlement of any Proceeding. Without Indemnitee’s consent, the Company shall not enter into any settlement that provides for any action by Indemnitee other than the payment of amounts against which Indemnitee is entitled to indemnification hereunder. In the event that the Company proposes to settle any Proceeding by the payment of damages against which Indemnitee is entitled to indemnification hereunder and in an amount that the plaintiff has indicated would be acceptable, and the Indemnitee refuses to enter into a reasonable settlement agreement, the Company shall not thereafter be responsible for any costs of defense or the amount by which any judgment or settlement thereafter paid exceeds the damages that the Company proposed to pay in settlement. Neither the Company nor Indemnitee will unreasonably withhold their consent to any proposed settlementwithheld.

Notice and Defense of Claim. The Indemnitee, as a condition precedent to his right to be indemnified under this Agreement, shall give to the Company notice in writing as soon as practicable of any claim made against him for which indemnity will or could be sought under this Agreement. Notice to the Company shall be given at its principal office, shall be directed to the Corporate Secretary (or such other address as the Company shall designate in writing to the Indemniteea) and shall be effective only upon actual receipt. In addition, the Each Indemnitee shall give prompt notice to Borrower, in accordance with the Company terms of this Section 8.3, of the assertion of any claim, or the commencement of any suit, action or proceeding by any party in respect of which such Indemnitee may seek indemnification hereunder, specifying with reasonable particularity the basis therefor and shall give Borrower such information and cooperation with respect thereto as it Borrower may reasonably require and as shall be within the Indemnitee’s powerrequest. With respect to any such Proceeding: (a) the Company will be entitled to participate therein Borrower may, at its own expense; , (i) participate in and (bii) except as otherwise provided below, upon notice to the extent such Indemnitee and Borrower's written agreement that it may wish, the Company jointly with any other indemnifying party similarly notified will be such Indemnitee is entitled to indemnification pursuant to Section 8.1 or 8.2 for any liability or loss arising out of such claim, suit, action or proceeding, at any time during the course of any such claim, suit, action or proceeding, assume the defense thereof, thereof with counsel reasonably satisfactory acceptable to IndemniteeLender. After notice from the Company to IndemniteeIf Borrower assumes such defense, given within a reasonable time, of its election so to assume the defense thereof, the Company will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding except as otherwise provided below. Indemnitee shall have the right (but not the duty) to employ his own counsel participate in such Proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Borrower. Whether or not Borrower chooses to defend or prosecute any such claim, suit, action or proceeding, all of the parties hereto shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Company, or (ii) Indemnitee shall have obtained the written opinion of reputable counsel with expertise in such matters (such counsel to be reasonably satisfactory to a majority of disinterested directors) that there may be one or more defenses available to Indemnitee that could reasonably be expected to result in a conflict of interest between the Company and Indemnitee cooperate in the conduct of defense or prosecution thereof. (b) In the defense of such action, in each of which cases the reasonable fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall event that Borrower does not be entitled elect to assume the defense of any Proceeding brought by claim, suit, action or on behalf proceeding, then any failure of any Indemnitee to defend or to participate in the Company defense of any such claim, suit, action or that is proceeding or to cause the subject of the opinion provided by Indemnitee under clause (ii) above. The Company same to be done shall not be liable relieve Borrower of its obligations hereunder; provided, that such Indemnitee gives Borrower at least thirty (30) days' notice of its proposed failure to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its prior written consent. Indemnitee shall execute defend or participate and deliver such agreements, releases and other documents as affords Borrower the Company may reasonably request opportunity to effect a settlement of any Proceeding. Without Indemnitee’s consent, assume the Company shall not enter into any settlement that provides for any action by Indemnitee other than the payment of amounts against which Indemnitee is entitled to indemnification hereunder. In the event that the Company proposes to settle any Proceeding by the payment of damages against which Indemnitee is entitled to indemnification hereunder and in an amount that the plaintiff has indicated would be acceptable, and the Indemnitee refuses to enter into a reasonable settlement agreement, the Company shall not thereafter be responsible for any costs of defense or the amount by which any judgment or settlement thereafter paid exceeds the damages that the Company proposed to pay in settlement. Neither the Company nor Indemnitee will unreasonably withhold their consent to any proposed settlementthereof.

Notice and Defense of Claim. The IndemniteeIndemnitee agrees promptly to notify the Company in writing upon being served with any summons, as a condition precedent citation, subpoena, complaint, indictment, information or other document relating to his right any Proceeding or matter which may be subject to be indemnified under indemnification or advancement of expenses covered hereunder. Notwithstanding any other provision of this Agreement, shall give to the Company notice in writing as soon as practicable of any claim made against him for which indemnity will or could be sought under this Agreement. Notice to the Company shall be given at its principal office, shall be directed to the Corporate Secretary (or such other address as the Company shall designate in writing to the Indemnitee) and shall be effective only upon actual receipt. In addition, the Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within the Indemnitee’s power. With with respect to any such Proceeding: Proceeding or matter as to which the Indemnitee notifies the Company of the commencement thereof: (a) the The Company will be entitled to participate therein at its own expense; and . (b) except Except as otherwise provided belowin this Section 7(b), to the extent that it may wishdesires, the Company Company, jointly with any other indemnifying party similarly notified will notified, shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to Indemnitee, given within a reasonable time, the Indemnitee of its the Company’s election to so to assume the defense thereof, the Company will shall not be liable to the Indemnitee under this Agreement for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of such Proceeding except investigation or as otherwise provided below. The Indemnitee shall have the right to employ his own counsel in such Proceeding or matter, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company, or (ii) the Indemnitee shall have obtained the written opinion of reputable counsel with expertise in such matters (such counsel to be reasonably satisfactory to a majority of disinterested directors) concluded that there may be one or more defenses available to Indemnitee that could reasonably be expected to result in a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such action, or (iii) the Company shall not in fact have employed counsel to assume the defense of such Proceeding or matter, in each of which cases the reasonable fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any Proceeding or matter brought by or on behalf of the Company or that is as to which the subject of Indemnitee shall have made the opinion conclusion provided by Indemnitee under for in clause (ii) above. . (c) The Company shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected or matter affected without its prior written consent. Indemnitee shall execute and deliver such agreements, releases and other documents as the Company may reasonably request to effect a settlement of any Proceeding. Without Indemnitee’s consent, the The Company shall not enter into any settlement that provides for any action by Indemnitee other than the payment of amounts against which Indemnitee is entitled to indemnification hereunder. In the event that the Company proposes to settle any Proceeding by the payment of damages against which Indemnitee is entitled to indemnification hereunder and or matter in an amount any manner that the plaintiff has indicated would be acceptable, and impose any penalty or limitation on the Indemnitee refuses to enter into a reasonable settlement agreement, without the Company shall not thereafter be responsible for any costs of defense or the amount by which any judgment or settlement thereafter paid exceeds the damages that the Company proposed to pay in settlementIndemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold their its consent to any proposed settlement.

Notice and Defense of Claim. The IndemniteeExecutive, as a condition precedent to his right to be indemnified under this Agreement, shall give to the Company notice in writing as soon as practicable of any claim made against him for which indemnity will or could be sought under this Agreement. Notice to the Company shall be given at its principal office, shall be directed to the Corporate Secretary (or such other address as the Company shall designate in writing to the IndemniteeExecutive) and shall be effective only upon actual receipt. In addition, the Indemnitee Executive shall give the Company such information and cooperation as it may reasonably require and as shall be within the Indemnitee’s Executive's power. With respect to any such Proceeding: (a) the Company will be entitled to participate therein at its own expense; and (b) except as otherwise provided below, below ' to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel reasonably satisfactory to IndemniteeExecutive. After notice from the Company to IndemniteeExecutive, given within a reasonable time, of its election so to assume the defense thereof, the Company will not be liable to Indemnitee Executive under this Agreement for any legal or other expenses subsequently incurred by Indemnitee Executive in connection with the defense of such Proceeding except as otherwise provided below. Indemnitee Executive shall have the right to employ his own counsel in such Proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee Executive unless (i) the employment of counsel by Indemnitee Executive has been authorized by the Company, or (ii) Indemnitee Executive shall have obtained the written opinion of reputable refutable counsel with expertise in such matters (such counsel to be reasonably satisfactory to a majority of disinterested directors) that there may be one or more defenses available to Indemnitee Executive that could reasonably be expected to result in a conflict of interest between the Company and Indemnitee Executive in the conduct of the defense of such action, in each of which cases the reasonable fees and expenses of Indemnitee’s Executive's counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any Proceeding Proceeding- brought by or on behalf of the Company or that is the subject of the opinion provided by Indemnitee Executive under clause (ii) above. The Company shall not be liable to indemnify Indemnitee Executive under this Agreement for any amounts paid in settlement of any Proceeding effected without its prior written consent. Indemnitee Executive shall execute and deliver such agreements, releases and other documents as the Company may reasonably request to effect a settlement of any Proceeding. Without Indemnitee’s Executive's consent, the Company shall not enter into any settlement that provides for any action by Indemnitee Executive other than the payment of amounts against which Indemnitee Executive is entitled to indemnification hereunder. In the event that the Company proposes to settle any Proceeding by the payment of damages against which Indemnitee Executive is entitled to indemnification hereunder and in an amount that the plaintiff has indicated would be acceptable, and the Indemnitee Executive refuses to enter into a reasonable settlement agreement, the Company shall not thereafter be responsible for any costs of defense or the amount by which any judgment judgement or settlement thereafter paid exceeds the damages that the Company proposed to pay in settlement. Neither the Company nor Indemnitee Executive will unreasonably withhold their consent to any proposed settlement.

Notice and Defense of Claim. The IndemniteeIndemnitee agrees promptly to notify --------------------------- the Company in writing upon being served with any summons, as a condition precedent citation, subpoena, complaint, indictment, information or other document relating to his right any Proceeding or matter which may be subject to be indemnified under indemnification or advancement of expenses covered hereunder. Notwithstanding any other provision of this Agreement, shall give to the Company notice in writing as soon as practicable of any claim made against him for which indemnity will or could be sought under this Agreement. Notice to the Company shall be given at its principal office, shall be directed to the Corporate Secretary (or such other address as the Company shall designate in writing to the Indemnitee) and shall be effective only upon actual receipt. In addition, the Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within the Indemnitee’s power. With with respect to any such Proceeding: Proceeding or matter as to which the Indemnitee notifies the Company of the commencement thereof: (a) the The Company will be entitled to participate therein at its own expense; and . (b) except Except as otherwise provided belowin this Section 7(b), to the extent that it may wishdesires, the Company Company, jointly with any other indemnifying party similarly notified will notified, shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to Indemnitee, given within a reasonable time, the Indemnitee of its the Company's election to so to assume the defense thereof, the Company will shall not be liable to the Indemnitee under this Agreement for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of such Proceeding except investigation or as otherwise provided below. The Indemnitee shall have the right to employ his own counsel in such Proceeding or matter, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company, or (ii) the Indemnitee shall have obtained the written opinion of reputable counsel with expertise in such matters (such counsel to be reasonably satisfactory to a majority of disinterested directors) concluded that there may be one or more defenses available to Indemnitee that could reasonably be expected to result in a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such action, or (iii) the Company shall not in fact have employed counsel to assume the defense of such Proceeding or matter, in each of which cases the reasonable fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any Proceeding or matter brought by or on behalf of the Company or that is as to which the subject of Indemnitee shall have made the opinion conclusion provided by Indemnitee under for in clause (ii) above. . (c) The Company shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected or matter affected without its prior written consent. Indemnitee shall execute and deliver such agreements, releases and other documents as the Company may reasonably request to effect a settlement of any Proceeding. Without Indemnitee’s consent, the The Company shall not enter into any settlement that provides for any action by Indemnitee other than the payment of amounts against which Indemnitee is entitled to indemnification hereunder. In the event that the Company proposes to settle any Proceeding by the payment of damages against which Indemnitee is entitled to indemnification hereunder and or matter in an amount any manner that the plaintiff has indicated would be acceptable, and impose any penalty or limitation on the Indemnitee refuses to enter into a reasonable settlement agreement, without the Company shall not thereafter be responsible for any costs of defense or the amount by which any judgment or settlement thereafter paid exceeds the damages that the Company proposed to pay in settlementIndemnitee's written consent. Neither the Company nor the Indemnitee will unreasonably withhold their its consent to any proposed settlement.