Common use of Notice of Claims, etc Clause in Contracts

Notice of Claims, etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions of this Section 5, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claim, the indemnifying party shall be entitled to participate in, and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement of such proceedings which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release from all liability in respect to such claim or litigation.

Notice of Claims, etc. Promptly after receipt by a party seeking indemnification pursuant to this Section 6 (an indemnified "Indemnified Party") of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a "Claim"), the Indemnified Party promptly shall notify the party against whom indemnification pursuant to this Section 6 is being sought (the "Indemnifying Party") of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (x) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (y) the Indemnified Party and the Indemnifying Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party or (z) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of any action such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in clauses (x), (y) or proceeding involving a claim referred to in (z) above, the preceding subdivisions of this Section 5fees, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement costs and expenses of such action, provided, however, that legal counsel shall be borne exclusively by the failure of any indemnified party to give notice Indemnified Party. Except as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claimabove, the indemnifying party Indemnifying Party shall be entitled to participate innot, and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with any Claim in the defense thereof other same jurisdiction, be liable for the fees and expenses of more than reasonable costs one firm of investigationcounsel for the Indemnified Party (together with appropriate local counsel). No indemnifying party shallThe Indemnified Party shall not, without the prior written consent of the indemnified partyIndemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment or enter into any settlement of such proceedings which that does not include as an unconditional term thereof release of the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release Indemnifying Party from all liability in liabilities with respect to such claim Claim or litigationjudgment.

Notice of Claims, etc. Promptly after receipt by a party seeking indemnification pursuant to this Section 6 (an indemnified "Indemnified Party") of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a "Claim"), the Indemnified Party promptly shall notify the party against whom indemnification pursuant to this Section 6 is being sought (the "Indemnifying Party") of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (x) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (y) the Indemnified Party and the Indemnifying Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (z) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of any action such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in clauses (x), (y) or proceeding involving a claim referred to in (z) above, the preceding subdivisions of this Section 5fees, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement costs and expenses of such action, provided, however, that legal counsel shall be borne exclusively by the failure of any indemnified party to give notice Indemnified Party. Except as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claimabove, the indemnifying party Indemnifying Party shall be entitled to participate innot, and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with any Claim in the defense thereof other same jurisdiction, be liable for the fees and expenses of more than reasonable costs one firm of investigationcounsel for the Indemnified Party (together with appropriate local counsel). No indemnifying party shallThe Indemnified Party shall not, without the prior written consent of the indemnified partyIndemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment or enter into any settlement of such proceedings which that does not include as an unconditional term thereof release of the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release Indemnifying Party from all liability in liabilities with respect to such claim Claim or litigationjudgment.

Notice of Claims, etc. Promptly after receipt by a party seeking indemnification pursuant to this Section 6 (an indemnified "INDEMNIFIED PARTY") of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a "CLAIM"), the Indemnified Party promptly shall notify the party against whom indemnification pursuant to this Section 6 is being sought (the "INDEMNIFYING PARTY") of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (x) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (y) the Indemnified Party and the Indemnifying Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (z) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of any action such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in clauses (x), (y) or proceeding involving a claim referred to in (z) above, the preceding subdivisions of this Section 5fees, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement costs and expenses of such action, provided, however, that legal counsel shall be borne exclusively by the failure of any indemnified party to give notice Indemnified Party. Except as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claimabove, the indemnifying party Indemnifying Party shall be entitled to participate innot, and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with any Claim in the defense thereof other same jurisdiction, be liable for the fees and expenses of more than reasonable costs one firm of investigationcounsel for the Indemnified Party (together with appropriate local counsel). No indemnifying party shallThe Indemnified Party shall not, without the prior written consent of the indemnified partyIndemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment or enter into any settlement of such proceedings which that does not include as an unconditional term thereof release of the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release Indemnifying Party from all liability in liabilities with respect to such claim Claim or litigationjudgment.

Notice of Claims, etc. Promptly after receipt by a Person seeking indemnification pursuant to this Section 6.2.5 (an indemnified party “Indemnified Party”) of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a “Claim”), the Indemnified Party promptly shall notify the Person against whom indemnification pursuant to this Section 6.2.5 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out of pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of any action or proceeding involving a claim referred to such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding subdivisions of this Section 5sentence, such indemnified party willthe fees, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement costs and expenses of such action, provided, however, that legal counsel shall be borne exclusively by the failure of any indemnified party to give notice Indemnified Party. Except as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claimabove, the indemnifying party Indemnifying Party shall be entitled to participate innot, and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with any Claim in the defense thereof other same jurisdiction, be liable for the fees and expenses of more than reasonable costs one firm of investigationcounsel for the Indemnified Party (together with appropriate local counsel). No indemnifying party shallThe Indemnified Party shall not, without the prior written consent of the indemnified partyIndemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment or enter into any settlement of such proceedings which that does not include as an unconditional term thereof release of the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release Indemnifying Party from all liability in liabilities with respect to such claim Claim or litigationjudgment or contain any admission of wrongdoing.

Notice of Claims, etc. Promptly after receipt by an indemnified party under subsection 5(a) or (b) of notice of any claim or the commencement of any action or proceeding involving a claim referred subject to in indemnification thereunder, the preceding subdivisions of this Section 5, such indemnified party willshall, if a claim in respect thereof is to be made against an the indemnifying partyparty under either of such subsections, give written notice to promptly notify the latter indemnifying party in writing of the claim or the commencement of such action, provided, however, the action or proceeding; provided that the failure of any indemnified to so notify the indemnifying party to give notice as provided herein shall not relieve the indemnifying party of its obligations from any liability that it may have to an indemnified party under subsection 5(a) or (b) or otherwise, except to the preceding subdivisions of this Section 5extent the indemnifying party shall have been materially prejudiced by such failure to give notice. In case If any such claim, action is or proceeding shall be brought against an indemnified party, unless in such indemnified and it shall timely notify the indemnifying party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claim, the indemnifying party shall be entitled to participate in, and to assume the defense thereof, jointly with any other indemnifying party similarly notifiedand, to the extent that it may wishwishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to such the indemnified party, and after . After notice from the indemnifying party to such the indemnified party of its election so to assume the defense thereofof such claim, action or proceeding, the indemnifying party shall not be liable to such the indemnified party under, subsection 5(a) or (b) for any legal or other expenses subsequently incurred by the latter indemnified party in connection with the defense thereof other than reasonable costs of investigation. No ; however, such indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be the expense of such indemnified party unless (i) the indemnifying party shallhas agreed to pay such fees and expenses, without (ii) the consent of indemnifying party shall have failed to assume the indemnified party, consent to entry of any judgment or enter into any settlement defense of such proceedings which does not include as an unconditional term thereof the giving by the claimant claim, action or plaintiff proceeding or has failed to employ counsel reasonably satisfactory to such indemnified party of a complete in any such claim, action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both such indemnified party and unconditional release from all liability in respect the indemnifying party, and such indemnified party shall have been advised by counsel that there may be one or more legal defenses available to such claim indemnified party that are inconsistent or litigationin conflict with those available to the indemnifying party (in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of such indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for such indemnified party and any other indemnified parties similarly situated, which firm shall be designated in writing by such indemnified parties. The indemnifying party shall not be liable for any settlement of any such action or proceeding effected without its written consent (which consent shall not be unreasonably withheld), but if settled with its written consent, or if there be a final judgment for the plaintiff in any such action or proceeding, the indemnifying party agrees to indemnify and hold harmless such indemnified parties from and against any loss or liability by reason of such settlement or judgment.

Notice of Claims, etc. Promptly after receipt by a party seeking indemnification pursuant to this Section 6 (an indemnified "INDEMNIFIED PARTY") of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a "CLAIM"), the Indemnified Party promptly shall notify the party against whom indemnification pursuant to this Section 6 is being sought (the "INDEMNIFYING PARTY") of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (x) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (y) the Indemnified Party and the Indemnifying Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party or (z) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of any action such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in clauses (x), (y) or proceeding involving a claim referred to in (z) above, the preceding subdivisions of this Section 5fees, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement costs and expenses of such action, provided, however, that legal counsel shall be borne exclusively by the failure of any indemnified party to give notice Indemnified Party. Except as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claimabove, the indemnifying party Indemnifying Party shall be entitled to participate innot, and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with any Claim in the defense thereof other same jurisdiction, be liable for the fees and expenses of more than reasonable costs one firm of investigationcounsel for the Indemnified Party (together with appropriate local counsel). No indemnifying party shallThe Indemnified Party shall not, without the prior written consent of the indemnified partyIndemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment or enter into any settlement of such proceedings which that does not include as an unconditional term thereof release of the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release Indemnifying Party from all liability in liabilities with respect to such claim Claim or litigationjudgment.

Notice of Claims, etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions paragraphs of this Section 52.5, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, immediately give written notice to the latter of the commencement of such action, ; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions paragraphs of this Section 52.5, except to the extent that the indemnifying party is materially prejudiced by such failure. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party parties may exist in respect of such claim, the indemnifying party shall be entitled to participate in, in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, notified to the extent that it the indemnifying parties may wishagree, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable out of pocket costs related to the indemnified party's cooperation with the indemnifying party, unless in such indemnified party's reasonable judgment a conflict of investigationinterest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof. No indemnifying party shallshall be liable for any settlement of any action or proceeding effected without its written consent, without the which consent shall not be unreasonably withheld, delayed or conditioned. Consent of the indemnified party, consent to party shall be required for the entry of any judgment or to enter into any a settlement of only when such proceedings which judgment or settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release from all liability in respect to such claim or litigation.

Notice of Claims, etc. Promptly after receipt by an indemnified party In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of notice of the commencement of any action or proceeding involving a claim referred which indemnity may be sought pursuant to in the preceding subdivisions of this Section 54, such person (hereinafter called the "indemnified party will, if a claim party") shall promptly notify the person against whom such indemnity may be sought (hereinafter called the "indemnifying party") in respect thereof is to be made against an writing and the indemnifying party, give written notice to the latter upon request of the commencement of such action, provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claim, the indemnifying party shall be entitled to participate in, and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with retain counsel reasonably satisfactory to such the indemnified party, party to represent the indemnified party and after notice from any other party the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of its election so such counsel or (ii) the named parties to assume any such proceeding (including any impleaded parties) include both the defense thereof, indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for the settlement of any proceeding effected without its written consent, but if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to such indemnify the indemnified party for from and against any legal loss or other expenses subsequently incurred liability by the latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement reason of such proceedings which does not include as an unconditional term thereof the giving by the claimant settlement or plaintiff to such indemnified party of a complete and unconditional release from all liability in respect to such claim or litigationjudgment.

Notice of Claims, etc. Promptly after receipt by an indemnified party under subsection (a) or (b) above of written notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions of this Section 5for which indemnification under subsection (a) or (b) may be requested, such indemnified party willshall, if without regard to whether a claim in respect thereof is to be made against an indemnifying party, give written notice party pursuant to the latter indemnification provisions of, or as contemplated by, this Section 3.06, notify such indemnifying party in writing of the commencement of such action, provided, however, that action or proceeding; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party in respect of such action or proceeding on account of the indemnification provisions of or contemplated by Section 3.06(a) or 3.06(b) hereof unless the indemnifying party was materially prejudiced by such failure of any the indemnified party to give notice as provided herein such notice, and in no event shall not such omission relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5from any other liability it may have to such indemnified party. In case any such action is or proceeding shall be brought against any indemnified party and it shall notify an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of the commencement thereof, such claim, the indemnifying party shall be entitled to participate intherein and, and to assume the defense thereofextent that it shall determine, jointly with any other indemnifying party similarly notified, to assume the extent that it may wishdefense thereof, with counsel reasonably satisfactory to such indemnified party, and and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the such indemnifying party shall not be liable to such indemnified party for any legal or any other expenses subsequently incurred by the latter such indemnified party, in connection with the defense thereof other than reasonable costs of investigationinvestigation (unless such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, in which event the indemnified party shall have the right to control its defense and shall be reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate counsel). If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel (in addition to local counsel) for each indemnified party with respect to such claim. The indemnifying party will not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the consent of the indemnified party, will consent to entry of any judgment or enter into any settlement of such proceedings agreement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release from all liability in respect to of such claim or litigation.

Notice of Claims, etc. Promptly after receipt by any Person entitled to indemnity under Section 7.1 or 7.2 hereof (an indemnified party “Indemnitee”) of notice of the commencement of any action or proceeding (an “Action”) involving a claim referred to in the preceding subdivisions of this Section 5such Sections, such indemnified party willIndemnitee shall, if a claim in respect thereof indemnification is to be made sought against an indemnifying party, give written notice to the latter such indemnifying party of the commencement of such action, Action; provided, however, that the failure of any indemnified party Indemnitee to give said notice as provided herein shall not relieve the indemnifying party of its obligations under Sections 7.1 or 7.2 hereof, except to the preceding subdivisions of this Section 5extent that the indemnifying party is actually prejudiced by such failure. In case any such action an Action is brought against an indemnified partyany Indemnitee, unless in and such indemnified party's reasonable judgment a conflict of interest between such indemnified and Indemnitee notifies the indemnifying party may exist in respect of such claimthe commencement thereof, the each indemnifying party shall be entitled to participate intherein and, and to the extent it elects to do so by written notice delivered to the Indemnitee promptly after receiving the aforesaid notice, to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, thereof with counsel selected by such Indemnitee and reasonably satisfactory to such indemnified indemnifying party. Notwithstanding the foregoing, the Indemnitee shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Indemnitee, unless (i) the employment of such counsel shall have been authorized in writing by the indemnifying party, and after notice from (ii) the indemnifying party shall not have employed counsel to take charge of the defense of such Action, reasonably promptly after notice of the commencement thereof or (iii) such Indemnitee reasonably shall have concluded that there may be defenses available to it which are different from or additional to those available to the indemnifying party which, if the indemnifying party and the Indemnitee were to be represented by the same counsel, could result in a conflict of interest for such counsel or materially prejudice the prosecution of the defenses available to such indemnified Indemnitee. If any of the events specified in clauses (i), (ii) or (iii) of the preceding sentence shall have occurred or otherwise shall be applicable, then the fees and expenses of counsel for the Indemnitee shall be borne by the indemnifying party; it being understood, however, that the indemnifying party shall not, in connection with any one such claim or proceeding, or separate but substantially similar or related claims or proceedings arising out of its election so the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all Indemnitees hereunder, or for fees and expenses that are not reasonable. Anything in this Section 7.3 to assume the defense thereofcontrary notwithstanding, the an indemnifying party shall not be liable to such indemnified party for the settlement of any legal action effected without its prior written consent (which consent shall not unreasonably be withheld or other expenses subsequently incurred by the latter in connection delayed), but if settled with the defense thereof other than reasonable costs prior written consent of investigationthe indemnifying party, or if there shall be a final judgment adverse to the Indemnitee, the indemnifying party agrees to indemnify the Indemnitee from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior consent of the indemnified partyIndemnitee (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement or compromise, with respect to any pending or threatened action or claim in respect of which the Indemnitee would be entitled to indemnification or contribution hereunder (whether or not the Indemnitee is an actual party to such proceedings action or claim), which (i) does not include as an unconditional a term thereof the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release of the Indemnitee from all liability in respect to of such action or claim or litigation(ii) includes an admission of fault, culpability or a failure to act by or on behalf of the Indemnitee.

Notice of Claims, etc. Promptly after receipt by a party seeking indemnification pursuant to this Section 6 (an indemnified "Indemnified Party") of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a "Claim"), the Indemnified Party shall notify the party against whom indemnification pursuant to this Section 6 is being sought (the "Indemnifying Party") of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ one separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) counsel to the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party and the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of any action such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in clauses (i), (ii) or proceeding involving a claim referred to in (iii) above, the preceding subdivisions of this Section 5fees, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement costs and expenses of such action, provided, however, that legal counsel shall be borne exclusively by the failure of any indemnified party to give notice Indemnified Party. Except as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claimabove, the indemnifying party Indemnifying Party shall be entitled to participate innot, and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with any Claim in the defense thereof other same jurisdiction, be liable for the fees and expenses of more than reasonable costs one firm of investigationcounsel for the Indemnified Party (together with appropriate local counsel). No indemnifying party shallThe Indemnified Party shall not, without the prior written consent of the indemnified partyIndemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment or enter into any settlement of such proceedings which that does not include as an unconditional term thereof release of the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release Indemnifying Party from all liability in liabilities with respect to such claim Claim or litigationjudgment.

Notice of Claims, etc. Promptly after receipt by a party seeking indemnification pursuant to this Section 6 (an indemnified “Indemnified Party”) of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a “Claim”), the Indemnified Party promptly shall notify the party against whom indemnification pursuant to this Section 6 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (x) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (y) the Indemnified Party and the Indemnifying Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party or (z) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of any action such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in clauses (x), (y) or proceeding involving a claim referred to in (z) above, the preceding subdivisions of this Section 5fees, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement costs and expenses of such action, provided, however, that legal counsel shall be borne exclusively by the failure of any indemnified party to give notice Indemnified Party. Except as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claimabove, the indemnifying party Indemnifying Party shall be entitled to participate innot, and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with any Claim in the defense thereof other same jurisdiction, be liable for the fees and expenses of more than reasonable costs one firm of investigationcounsel for the Indemnified Party (together with appropriate local counsel). No indemnifying party shallThe Indemnified Party shall not, without the prior written consent of the indemnified partyIndemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment or enter into any settlement of such proceedings which that does not include as an unconditional term thereof release of the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release Indemnifying Party from all liability in liabilities with respect to such claim Claim or litigationjudgment.

Notice of Claims, etc. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions of this Section 5action, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, give written notice party pursuant to the latter indemnification provisions of, or as contemplated by, this Section 3.05, notify the indemnifying party in writing of the commencement of such action, provided, however, that thereof; but the failure of omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than pursuant to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5such provisions. In case any such action is or proceeding shall be brought against an any indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified party and it shall notify the indemnifying party may exist in respect of such claim, the commencement thereof the indemnifying party shall be entitled to participate in, therein and to assume the defense thereofextent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the extent that it may wish, defense thereof with counsel reasonably satisfactory to such indemnified party (which shall not, except with the consent of the indemnified party, and be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, thereof the indemnifying party shall not be liable to such indemnified party for any legal of other counsel or any other expenses expenses, in each case subsequently incurred by the latter such indemnified party, in connection with the defense thereof other than reasonable costs of investigationinvestigation If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel (in addition to local counsel) for each indemnified party with respect to such claim. The indemnifying party will not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of or consent to the entry of any judgment with respect to, any pending or enter into any settlement treated action or claim in respect of which indemnification or contribution may be sought unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such proceedings which action or claim and (ii) does not include a statement as to or an unconditional term thereof the giving admission of fault; culpability or a failure to act, by the claimant or plaintiff to such behalf of any indemnified party of a complete and unconditional release from all liability in respect to such claim or litigationparty.

Notice of Claims, etc. Promptly after receipt by an indemnified party of notice of the commencement of any action action, proceeding, investigation or proceeding threat involving a claim referred to in the preceding subdivisions of this Section 58(a) or 8(b), such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, providedproceeding, however, investigation or threat; provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 58 except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist parties exists in respect of such claim, the indemnifying party shall be entitled to participate in, in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election elections so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, consent to entry of any judgment or enter into any settlement of such proceedings which that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release from all liability in respect to such claim or litigation.

Notice of Claims, etc. Promptly after receipt by a party seeking indemnification pursuant to this Section 6 (an indemnified “Indemnified Party”) of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a “Claim”), the Indemnified Party promptly shall notify the party against whom indemnification pursuant to this Section 6 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party and the Indemnifying Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of any action such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in clauses (i), (ii) or proceeding involving a claim referred to in (iii) above, the preceding subdivisions of this Section 5fees, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement costs and expenses of such action, provided, however, that legal counsel shall be borne exclusively by the failure of any indemnified party to give notice Indemnified Party. Except as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claimabove, the indemnifying party Indemnifying Party shall be entitled to participate innot, and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with any Claim in the defense thereof other same jurisdiction, be liable for the fees and expenses of more than reasonable costs one firm of investigationcounsel for the Indemnified Party (together with appropriate local counsel). No indemnifying party shallThe Indemnified Party shall not, without the prior written consent of the indemnified partyIndemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment or enter into any settlement of such proceedings which that does not include as an unconditional term thereof release of the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release Indemnifying Party from all liability in liabilities with respect to such claim Claim or litigationjudgment.

Notice of Claims, etc. Promptly after receipt by a Person seeking indemnification pursuant to this Section 4.6 (an “Indemnified Party”) of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a “Claim”), the Indemnified Party promptly shall notify the Person against whom indemnification pursuant to this Section 4.6 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out of pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party (other than that the Indemnified Party is entitled to be indemnified party by the Indemnifying Party), or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of any action or proceeding involving a claim referred to such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding subdivisions of this Section 5sentence, such indemnified party willthe fees, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement costs and expenses of such action, provided, however, that legal counsel shall be borne exclusively by the failure of any indemnified party to give notice Indemnified Party. Except as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claimabove, the indemnifying party Indemnifying Party shall be entitled to participate innot, and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with any Claim in the defense thereof other same jurisdiction, be liable for the fees and expenses of more than reasonable costs one firm of investigationcounsel for the Indemnified Party (together with appropriate local counsel). No indemnifying party shallThe Indemnified Party shall not, without the prior written consent of the indemnified partyIndemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment or enter into any settlement of such proceedings which that does not include as an unconditional term thereof release of the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release Indemnifying Party from all liability in liabilities with respect to such claim Claim or litigationjudgment or contain any admission of wrongdoing.

Notice of Claims, etc. Promptly after receipt by a party seeking indemnification pursuant to this Section 6 (an indemnified "Indemnified Party") of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a "Claim"), the Indemnified Party promptly shall notify the party against whom indemnification pursuant to this Section 6 is being sought (the "Indemnifying Party") of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (x) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (y) the Indemnified Party and the Indemnifying Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (z) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of any action such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in clauses (x) , (y) or proceeding involving a claim referred to in (z) above, the preceding subdivisions of this Section 5fees, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement costs and expenses of such action, provided, however, that legal counsel shall be borne exclusively by the failure of any indemnified party to give notice Indemnified Party. Except as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claimabove, the indemnifying party Indemnifying Party shall be entitled to participate innot, and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with any Claim in the defense thereof other same jurisdiction, be liable for the fees and expenses of more than reasonable costs one firm of investigationcounsel for the Indemnified Party (together with appropriate local counsel). No indemnifying party shallThe Indemnifying Party shall not, without the prior written consent of the indemnified partyIndemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment or enter into any settlement of such proceedings which that does not include as an unconditional term thereof release of the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release Indemnifying Party from all liability in liabilities with respect to such claim Claim or litigationjudgment.

Notice of Claims, etc. Promptly after receipt by a Person seeking indemnification pursuant to this Section 5.2.5 (an indemnified party “Indemnified Party”) of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a “Claim”), the Indemnified Party promptly shall notify the Person against whom indemnification pursuant to this Section 5.2.5 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out of pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of any action or proceeding involving a claim referred to such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding subdivisions of this Section 5sentence, such indemnified party willthe fees, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement costs and expenses of such action, provided, however, that legal counsel shall be borne exclusively by the failure of any indemnified party to give notice Indemnified Party. Except as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claimabove, the indemnifying party Indemnifying Party shall be entitled to participate innot, and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with any Claim in the defense thereof other same jurisdiction, be liable for the fees and expenses of more than reasonable costs one firm of investigationcounsel for the Indemnified Party (together with appropriate local counsel). No indemnifying party shallThe Indemnified Party shall not, without the prior written consent of the indemnified partyIndemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment or enter into any settlement of such proceedings which that does not include as an unconditional term thereof release of the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release Indemnifying Party from all liability in liabilities with respect to such claim Claim or litigationjudgment or contain any admission of wrongdoing.

Notice of Claims, etc. Promptly after receipt receipt, by an --------------------- indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions paragraphs of this Section 52.6, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, immediately give written notice to the latter of the commencement of such action, ; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions paragraphs of this Section 52.6, except to the extent that the indemnifying party is materially prejudiced by such failure. The indemnified party shall be entitled to receive the indemnification payments described in Section 2.6.6 after providing such written notice to the indemnifying party. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party parties may exist in respect of such claim, the indemnifying party shall be entitled to participate in, in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, notified to the extent that it the indemnifying parties may wishagree, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable out of pocket costs related to the indemnified party's cooperation with the indemnifying party, unless in such indemnified party's reasonable judgment a conflict of investigationinterest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof. No indemnifying party shallshall be liable for any settlement of any action or proceeding effected without its written consent, without the consent which shall not be unreasonably withheld, delayed or conditioned. Consent of the indemnified party, consent to party shall be required for the entry of any judgment or to enter into any a settlement of only when such proceedings which judgment or settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release from all liability in respect to such claim or litigation.

Notice of Claims, etc. Promptly after receipt by a Person seeking indemnification pursuant to this Section 4.5 (an indemnified party “Indemnified Party”) of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a “Claim”), the Indemnified Party promptly shall notify the Person against whom indemnification pursuant to this Section 4.5 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of any action or proceeding involving a claim referred to such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding subdivisions of this Section 5sentence, such indemnified party willthe fees, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement costs and expenses of such action, provided, however, that legal counsel shall be borne exclusively by the failure of any indemnified party to give notice Indemnified Party. Except as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claimabove, the indemnifying party Indemnifying Party shall be entitled to participate innot, and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with any Claim in the defense thereof other same jurisdiction, be liable for the fees and expenses of more than reasonable costs one firm of investigationcounsel for the Indemnified Party (together with appropriate local counsel). No indemnifying party shallThe Indemnified Party shall not, without the prior written consent of the indemnified partyIndemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment or enter into any settlement of such proceedings which that does not include as an unconditional term thereof release of the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release Indemnifying Party from all liability in liabilities with respect to such claim Claim or litigationjudgment or contain any admission of wrongdoing.

Notice of Claims, etc. Promptly after receipt by any Person entitled to indemnity under Section 7.01 or 7.02 hereof (an indemnified party “Indemnitee”) of notice of the commencement of any action or proceeding (an “Action”) involving a claim referred to in the preceding subdivisions of this Section 5such Sections, such indemnified party willIndemnitee shall, if a claim in respect thereof indemnification is to be made sought against an indemnifying party, give written notice to the latter such indemnifying party of the commencement of such action, Action; provided, however, that the failure of any indemnified party Indemnitee to give said notice as provided herein shall not relieve the indemnifying party of its obligations under Sections 7.01 or 7.02 hereof, except to the preceding subdivisions of this Section 5extent that the indemnifying party is actually prejudiced by such failure. In case any such action an Action is brought against an indemnified partyany Indemnitee, unless in and such indemnified party's reasonable judgment a conflict of interest between such indemnified and Indemnitee notifies the indemnifying party may exist in respect of such claimthe commencement thereof, the each indemnifying party shall be entitled to participate intherein and, and to the extent it elects to do so by written notice delivered to the Indemnitee promptly after receiving the aforesaid notice, to assume the defense thereof, jointly thereof with any other counsel selected by such indemnifying party similarly notified, to the extent that it may wish, with counsel and reasonably satisfactory to such indemnified Indemnitee. Notwithstanding the foregoing, the Indemnitee shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Indemnitee, unless (i) the employment of such counsel shall have been authorized in writing by the indemnifying party, and after notice from (ii) the indemnifying party shall not have employed counsel to take charge of the defense of such Action, reasonably promptly after notice of the commencement thereof or (iii) such Indemnitee reasonably shall have concluded that there may be defenses available to it which are different from or additional to those available to the indemnifying party which, if the indemnifying party and the Indemnitee were to be represented by the same counsel, could result in a conflict of interest for such counsel or materially prejudice the prosecution of the defenses available to such indemnified Indemnitee. If any of the events specified in clauses (i), (ii) or (iii) of the preceding sentence shall have occurred or otherwise shall be applicable, then the fees and expenses of counsel for the Indemnitee shall be borne by the indemnifying party; it being understood, however, that the indemnifying party shall not, in connection with any one such claim or proceeding, or separate but substantially similar or related claims or proceedings arising out of its election so the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all Indemnitees hereunder, or for fees and expenses that are not reasonable. Anything in this Section 7.03 to assume the defense thereofcontrary notwithstanding, the an indemnifying party shall not be liable to such indemnified party for the settlement of any legal action effected without its prior written consent (which consent shall not unreasonably be withheld or other expenses subsequently incurred by the latter in connection delayed), but if settled with the defense thereof other than reasonable costs prior written consent of investigationthe indemnifying party, or if there shall be a final judgment adverse to the Indemnitee, the indemnifying party agrees to indemnify the Indemnitee from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior consent of the indemnified partyIndemnitee (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement or compromise, with respect to any pending or threatened action or claim in respect of which the Indemnitee would be entitled to indemnification or contribution hereunder (whether or not the Indemnitee is an actual party to such proceedings action or claim), which (i) does not include as an unconditional a term thereof the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release of the Indemnitee from all liability in respect to of such action or claim or litigation(ii) includes an admission of fault, culpability or a failure to act by or on behalf of the Indemnitee.

Notice of Claims, etc. Promptly after receipt by a Person seeking indemnification pursuant to this Section 4.5 (an indemnified party “Indemnified Party”) of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a “Claim”), the Indemnified Party promptly shall notify the Person against whom indemnification pursuant to this Section 4.5 is being sought (the“Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of any action or proceeding involving a claim referred to such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding subdivisions of this Section 5sentence, such indemnified party willthe fees, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement costs and expenses of such action, provided, however, that legal counsel shall be borne exclusively by the failure of any indemnified party to give notice Indemnified Party. Except as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claimabove, the indemnifying party Indemnifying Party shall be entitled to participate innot, and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with any Claim in the defense thereof other same jurisdiction, be liable for the fees and expenses of more than reasonable costs one firm of investigationcounsel for the Indemnified Party (together with appropriate local counsel). No indemnifying party shallThe Indemnified Party shall not, without the prior written consent of the indemnified partyIndemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment or enter into any settlement of such proceedings which that does not include as an unconditional term thereof release of the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release Indemnifying Party from all liability in liabilities with respect to such claim Claim or litigationjudgment or contain any admission of wrongdoing.

Notice of Claims, etc. Promptly after receipt by a party seeking indemnification pursuant to this Section 6 (an indemnified "Indemnified Party") of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a "Claim"), the Indemnified Party promptly shall notify the party against whom indemnification pursuant to this Section 6 is being sought (the "Indemnifying Party") of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (x) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (y) the Indemnified Party and the Indemnifying Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, (i) potentially differing interests between such parties in the conduct of the defense of such Claim, or (ii) if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party and which can not be presented by counsel to the Indemnifying Party, or (z) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of any action such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in clauses (x), (y) or proceeding involving a claim referred to in (z) above, the preceding subdivisions of this Section 5fees, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement costs and expenses of such action, provided, however, that legal counsel shall be borne exclusively by the failure of any indemnified party to give notice Indemnified Party. Except as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claimabove, the indemnifying party Indemnifying Party shall be entitled to participate innot, and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with any Claim in the defense thereof other same jurisdiction, be liable for the fees and expenses of more than reasonable costs one firm of investigationcounsel for the Indemnified Party (together with appropriate local counsel). No indemnifying party shallThe Indemnifying Party shall not, without the prior written consent of the indemnified partyIndemnified Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment or enter into any settlement of such proceedings which that does not include as an unconditional term thereof release of the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release Indemnified Party from all liability in liabilities with respect to such claim Claim or litigationjudgment or which subjects the Indemnified Party to any continuing obligations.

Notice of Claims, etc. Promptly after receipt by an indemnified party under subsection (a) or (b) above of written notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions of this Section 5for which indemnification under subsection (a) or (b) may be requested, such indemnified party willshall, if without regard to whether a claim in respect thereof is to be made against an indemnifying party, give written notice party pursuant to the latter indemnification provisions of, or as contemplated by, this Section 2.06, notify such indemnifying party in writing of the commencement of such action, provided, however, that action or proceeding; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party in respect of such action or proceeding on account of the indemnification provisions of or contemplated by Section 2.06(a) or 2.06(b) hereof unless the indemnifying party was materially prejudiced by such failure of any the indemnified party to give notice as provided herein such notice, and in no event shall not such omission relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5from any other liability it may have to such indemnified party. In case any such action is or proceeding shall be brought against any indemnified party and it shall notify an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of the commencement thereof, such claim, the indemnifying party shall be entitled to participate intherein and, and to assume the defense thereofextent that it shall determine, jointly with any other indemnifying party similarly notified, to assume the extent that it may wishdefense thereof, with counsel reasonably satisfactory to such indemnified party, and and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the such indemnifying party shall not be liable to such indemnified party for any legal or any other expenses subsequently incurred by the latter such indemnified party, in connection with the defense thereof other than reasonable costs of investigationinvestigation (unless such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, in which event the indemnified party shall have the right to control its defense and shall be reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate counsel). If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel (in addition to local counsel) for each indemnified party with respect to such claim. The indemnifying party will not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the consent of the indemnified party, will consent to entry of any judgment or enter into any settlement of such proceedings agreement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release from all liability in respect to of such claim or litigation.

Notice of Claims, etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions subsections of this Section 54.6, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided, however, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions subsections of this Section 54.6, except and to the extent that the indemnifying party is prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party parties may exist in respect of such claim, the indemnifying party shall be entitled to participate in, in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigationinvestigation and of liaison with counsel so selected, provided, however, that if the defendants in any such action include both the indemnified party and the indemnifying party, and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party, or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified party shall have the right to select one (1) separate law firm as counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as the same shall be incurred. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement of such proceedings which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release from all liability in respect to such claim or litigation.

Notice of Claims, etc. Promptly after receipt by a Person seeking indemnification pursuant to this Section 6.2(f) (an indemnified party “Indemnified Party”) of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a “Claim”), the Indemnified Party promptly shall notify the Person against whom indemnification pursuant to this Section 6.2(f) is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out of pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of any action or proceeding involving a claim referred to such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding subdivisions of this Section 5sentence, such indemnified party willthe fees, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement costs and expenses of such action, provided, however, that legal counsel shall be borne exclusively by the failure of any indemnified party to give notice Indemnified Party. Except as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claimabove, the indemnifying party Indemnifying Party shall be entitled to participate innot, and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with any Claim in the defense thereof other same jurisdiction, be liable for the fees and expenses of more than reasonable costs one firm of investigationcounsel for the Indemnified Party (together with appropriate local counsel). No indemnifying party shallThe Indemnified Party shall not, without the prior written consent of the indemnified partyIndemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment or enter into any settlement of such proceedings which that does not include as an unconditional term thereof release of the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release Indemnifying Party from all liability in liabilities with respect to such claim Claim or litigationjudgment or contain any admission of wrongdoing.

Notice of Claims, etc. Promptly after receipt by an indemnified party under subsection (a) or (b) above of written notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions of this Section 5for which indemnification under subsection (a) or (b) may be requested, such indemnified party willshall, if without regard to whether a claim in respect thereof is to be made against an indemnifying party, give written notice party pursuant to the latter indemnification provisions of, or as contemplated by, this Section 3.06, notify such indemnifying party in writing of the commencement of such action, provided, however, that action or proceeding; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party in respect of such action or proceeding on account of the indemnification provisions of or contemplated by Section 3.06(a) or 3.06(b) hereof unless the indemnifying party was materially prejudiced by such failure of any the indemnified party to give notice as provided herein such notice, and in no event shall not such omission relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5from any other liability it may have to such indemnified party. In case any such action is or proceeding shall be brought against any indemnified party and it shall notify an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of the commencement thereof, such claim, the indemnifying party shall be entitled to participate intherein and, and to assume the defense thereofextent that it shall determine, jointly with any other indemnifying party similarly notified, to assume the extent that it may wishdefense thereof, with counsel reasonably satisfactory to such indemnified party, and and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the such indemnifying party shall not be liable to such indemnified party for any legal or any other expenses subsequently incurred by the latter such indemnified party, in connection with the defense thereof other than reasonable costs of investigationinvestigation (unless such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, in which event the indemnified party shall have the right to control its defense and shall be reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate counsel). If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for each indemnified party with respect to such claim. The indemnifying party will not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the consent of the indemnified party, will consent to entry of any judgment or enter into any settlement of such proceedings agreement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release from all liability in respect to of such claim or litigation.

Notice of Claims, etc. (a) Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions of this Section 5Sections 5.1 or 5.2, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, immediately give written notice to the latter of the commencement of such action, ; provided, however, however that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under indemnity obligations, except to the preceding subdivisions of this Section 5extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in the reasonable judgment of counsel for such indemnified party's reasonable judgment , a conflict of interest between such indemnified and indemnifying party parties may exist in respect of such claimclaim (in which case the indemnified party shall be entitled to retain separate counsel as provided below), the indemnifying party shall be entitled to participate in, in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, notified to the extent that it may wishwish and at any time, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter indemnified party in connection with the defense thereof other than reasonable costs related to the indemnified party's cooperation with the indemnifying party; provided, however that the indemnified party may, at its own expense, retain separate counsel to participate in such defense (b) No indemnifying party shall be liable for any settlement of investigationany action or proceeding effected without its written consent, which consent shall not be unreasonably withheld. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement of such proceedings which that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release from all liability in respect to such claim or litigation.

Notice of Claims, etc. Promptly after receipt by an indemnified party under subsection (a) or (b) above of written notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions of this Section 5for which indemnification under subsection (a) or (b) may be requested, such indemnified party willshall, if without regard to whether a claim in respect thereof is to be made against an indemnifying party, give written notice party pursuant to the latter indemnification provisions of, or as contemplated by, this Section 5.06, notify such indemnifying party and the underwriter in writing of the commencement of such action, provided, however, that action or proceeding; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party in respect of such action or proceeding on account of the indemnification provisions of or contemplated by Section 5.06(a) or 5.06(b) hereof unless the indemnifying party was materially prejudiced by such failure of any the indemnified party to give notice as provided herein such notice, and in no event shall not such omission relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5from any other liability it may have to such indemnified party. In case any such action is or proceeding shall be brought against any indemnified party and it shall notify an indemnified partyindemnifying party of the commencement thereof, unless in such the reasonable opinion of outside counsel to the indemnified party's reasonable judgment party a conflict of interest between such indemnified and indemnifying party parties may exist in respect of such claim, the such indemnifying party shall be entitled to participate intherein and, and to assume the defense thereofextent that it shall determine, jointly with any other indemnifying party similarly notified, to assume the extent that it may wishdefense thereof, with counsel reasonably satisfactory to such indemnified party, and and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the such indemnifying party shall not be liable to such indemnified party for any legal or any other expenses subsequently incurred by the latter such indemnified party in connection with the defense thereof other than reasonable costs of investigationinvestigation (unless such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, in which event the indemnified party shall have the right to control its defense and shall be reimbursed by the indemnifying party for the expenses incurred in connection with retaining one separate counsel). If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for each indemnified party with respect to such claim. The indemnifying party will not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the prior written consent of the indemnified party, compromise or consent to entry of any judgment or enter into any settlement agreement with respect to any action or proceeding in respect of which indemnification is sought under Section 5.06(a) or (b) (whether or not the indemnified party is an actual or potential party thereto), unless such proceedings which does not include as compromise, consent or settlement includes an unconditional term thereof the giving by the claimant or plaintiff to such the indemnified party of a complete and unconditional release from all liability in respect to of such claim or litigationlitigation and does not subject the indemnified party to any material injunctive relief or other material equitable remedy.

Notice of Claims, etc. Promptly after receipt by any party which is entitled to assert a right to indemnification under Section 2.05(a) or (b) (each, an indemnified party "Indemnified Party"), of written notice of the commencement of any action or proceeding involving a claim referred as to in the preceding subdivisions of this which such Indemnified Party is entitled to indemnification under Section 52.05(a) or (b), such indemnified party willIndemnified Party shall, if without regard to whether a claim in respect thereof is to be made against the party against whom such right to indemnification may be asserted (an indemnifying party"Indemnifying Party"), give written notice to the latter notify such Indemnifying Party in writing of the commencement of such action, provided, however, that action or proceeding; but the failure of any indemnified party omission so to give notice as provided herein notify the Indemnifying Party shall not relieve the indemnifying party Indemnifying Party from any liability which it may have to the Indemnified Party in respect of its obligations under such action or proceeding on account of the preceding subdivisions indemnification provisions of this or contemplated by Section 52.05(a) or (b) unless the Indemnifying Party was materially prejudiced by such failure of the Indemnified Party to give such notice, and in no event shall such omission relieve the Indemnifying Party from any other liability it may have to such Indemnified Party. In case any such action is or proceeding shall be brought against any Indemnified Party and it shall notify an indemnified partyIndemnifying Party of the commencement thereof, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claim, the indemnifying party Indemnifying Party shall be entitled to participate intherein and, and to the extent that it shall determine, jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified partythe Indemnified Party, and and, after notice from the indemnifying party Indemnifying Party to such indemnified party the Indemnified Party of its election so to assume the defense thereof, the indemnifying party Indemnifying Party shall not be liable to such indemnified party the Indemnified Party for any legal or any other expenses subsequently incurred by the latter Indemnified Party in connection with the defense thereof other than reasonable costs of investigationinvestigation (unless the Indemnified Party reasonably objects to such assumption on the grounds that there may be defenses available to it which are in conflict with defenses available to the Indemnifying Party, in which event the Indemnified Party shall have the right to control its defense and shall be reimbursed by the Indemnifying Party for the expenses incurred in connection with retaining separate counsel, which shall be limited to a single law firm in each jurisdiction). If the Indemnifying Party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for all Indemnified Parties with respect to such claim. The Indemnifying Party will not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the consent of the indemnified party, Indemnifying Party will consent to entry of any judgment or enter into any settlement of such proceedings agreement which does not include include, as an unconditional term thereof thereof, the giving by the claimant or plaintiff to such indemnified party Indemnified Party of a complete and unconditional release from all liability in respect to of such claim or litigation.

Notice of Claims, etc. Promptly after receipt by a party seeking indemnification pursuant to this Section 6 (an indemnified “Indemnified Party”) of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a “Claim”), the Indemnified Party promptly shall notify the party against whom indemnification pursuant to this Section 6 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (x) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (y) the Indemnified Party and the Indemnifying Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (z) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of any action such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in clauses (x), (y) or proceeding involving a claim referred to in (z) above, the preceding subdivisions of this Section 5fees, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement costs and expenses of such action, provided, however, that legal counsel shall be borne exclusively by the failure of any indemnified party to give notice Indemnified Party. Except as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claimabove, the indemnifying party Indemnifying Party shall be entitled to participate innot, and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with any Claim in the defense thereof other same jurisdiction, be liable for the fees and expenses of more than reasonable costs one firm of investigationcounsel for the Indemnified Party (together with appropriate local counsel). No indemnifying party shallThe Indemnified Party shall not, without the prior written consent of the indemnified partyIndemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment or enter into any settlement of such proceedings which that does not include as an unconditional term thereof release of the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release Indemnifying Party from all liability in liabilities with respect to such claim Claim or litigationjudgment.

Notice of Claims, etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions paragraphs of this Section 52.7, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, immediately give written notice to the latter of the commencement of such action, ; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions paragraphs of this Section 52.7, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party parties may exist in respect of such claim, the indemnifying party shall be entitled to participate in, in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying indemnify- ing party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs related to the indemnified party's cooperation with the indemnifying party, unless in such indemnified party's reasonable judgment a con- flict of investigationinterest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof. No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent, which consent shall not be unreasonably with- held. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement of such proceedings which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release from all liability in respect to such claim or litigation.

Notice of Claims, etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred Any Person entitled to in the preceding subdivisions of this Section 5, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, indemnification hereunder will (A) give prompt written notice to the latter indemnifying party of the commencement of such action, provided, however, any claim with respect to which it seeks indemnification (provided that the failure of any indemnified party to give such notice as provided herein shall not relieve limit the rights of such Person except to the extent that the indemnifying party of its obligations under the preceding subdivisions of this Section 5. In case any is actually prejudiced by such action is brought against an indemnified party, failure to give notice) and (B) unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided, however, that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in respect the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such person unless (X) the indemnifying party has agreed to pay such fees or expenses, or (Y) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person. In the event the indemnified party believes such a conflict of interest exists, the indemnifying party shall be entitled to participate inindemnify the indemnified party for all costs and expenses of separate counsel for the indemnified party in accordance with Sections 2.5.1 or 2.5.2 hereof) above, and to assume the as applicable. If such defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from is not assumed by the indemnifying party to such indemnified party of its election so to assume the defense thereofas permitted hereunder, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld). If such defense is assumed by the indemnifying party pursuant to the provisions hereof, such indemnifying party shall not settle or otherwise compromise the applicable claim unless (1) such settlement or compromise contains a full and unconditional release of the indemnified party or (2) the indemnified party otherwise consents in writing. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be liable obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, a conflict of interest may exist between such indemnified party for and any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement of such proceedings which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release from all liability in parties with respect to such claim claim, in which event the indemnifying party shall be obligated to pay the reasonable fees and disbursements of such additional counsel or litigationcounsels.

Notice of Claims, etc. Promptly after receipt by an ---------------------- indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions paragraphs of this Section 52.6, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, immediately give written notice to the latter of the commencement of such action, ; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions paragraphs of this Section 52.6, except to the extent that the indemnifying party is materially prejudiced by such failure. The indemnified party shall be entitled to receive the indemnification payments described in Section 2.6.6 after providing such written notice to the indemnifying party. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party parties may exist in respect of such claim, the indemnifying party shall be entitled to participate in, in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, notified to the extent that it the indemnifying parties may wishagree, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable out of pocket costs related to the indemnified party's cooperation with the indemnifying party, unless in such indemnified party's reasonable judgment a conflict of investigationinterest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof. No indemnifying party shallshall be liable for any settlement of any action or proceeding effected without its written consent, without the which consent shall not be unreasonably withheld, delayed or conditioned. Consent of the indemnified party, consent to party shall be required for the entry of any judgment or to enter into any a settlement of only when such proceedings which judgment or settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release from all liability in respect to such claim or litigation.

Notice of Claims, etc. Promptly after receipt receipt, by an indemnified ---------------------- party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions paragraphs of this Section 52.6, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, immediately give written notice to the latter of the commencement of such action, ; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions paragraphs of this Section 52.6, except to the extent that the indemnifying party is materially prejudiced by such failure. The indemnified party shall be entitled to receive the indemnification payments described in Section 2.6.6 after providing such written notice to the indemnifying party. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party parties may exist in respect of such claim, the indemnifying party shall be entitled to participate in, in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, notified to the extent that it the indemnifying parties may wishagree, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable out of pocket costs related to the indemnified party's cooperation with the indemnifying party, unless in such indemnified party's reasonable judgment a conflict of investigationinterest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof. No indemnifying party shallshall be liable for any settlement of any action or proceeding effected without its written consent, without the which consent shall not be unreasonably withheld, delayed or conditioned. Consent of the indemnified party, consent to party shall be required for the entry of any judgment or to enter into any a settlement of only when such proceedings which judgment or settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release from all liability in respect to such claim or litigation.

Notice of Claims, etc. Promptly after receipt by a Person seeking indemnification pursuant to this Section 4.6 (an indemnified party "Indemnified Party") of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a "Claim"), the Indemnified Party promptly shall notify the Person against whom indemnification pursuant to this Section 4.6 is being sought (the "Indemnifying Party") of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of any action or proceeding involving a claim referred to such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding subdivisions of this Section 5sentence, such indemnified party willthe fees, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement costs and expenses of such action, provided, however, that legal counsel shall be borne exclusively by the failure of any indemnified party to give notice Indemnified Party. Except as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claimabove, the indemnifying party Indemnifying Party shall be entitled to participate innot, and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with any Claim in the defense thereof other same jurisdiction, be liable for the fees and expenses of more than reasonable costs one firm of investigationcounsel for the Indemnified Party (together with appropriate local counsel). No indemnifying party shallThe Indemnified Party shall not, without the prior written consent of the indemnified partyIndemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment or enter into any settlement of such proceedings which that does not include as an unconditional term thereof release of the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release Indemnifying Party from all liability in liabilities with respect to such claim Claim or litigationjudgment or contain any admission of wrongdoing.

Notice of Claims, etc. Promptly after receipt by an indemnified party under Section 4.6 (a) or (b) above of written notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions of this for which indemnification under Section 5(a) or (b) above may be requested, such indemnified party willshall, if without regard to whether a claim in respect thereof is to be made against an indemnifying party, give written notice party pursuant to the latter indemnification provisions of, or as contemplated by, this Section 4.6, notify such indemnifying party and the underwriter in writing of the commencement of such action, provided, however, that action or proceeding; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party in respect of such action or proceeding on account of the indemnification provisions of or contemplated by Section 4.6(a) or 4.6(b) hereof unless the indemnifying party was materially prejudiced by such failure of any the indemnified party to give notice as provided herein such notice, and in no event shall not such omission relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5from any other liability it may have to such indemnified party. In case any such action is or proceeding shall be brought against any indemnified party and it shall notify an indemnified partyindemnifying party of the commencement thereof, unless in such the reasonable opinion of outside counsel to the indemnified party's reasonable judgment party a conflict of interest between such indemnified and indemnifying party parties may exist in respect of such claim, the such indemnifying party shall be entitled to participate intherein and, and to assume the defense thereofextent that it shall determine, jointly with any other indemnifying party similarly notified, to assume the extent that it may wishdefense thereof, with counsel reasonably satisfactory to such indemnified party, and and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the such indemnifying party shall not be liable to such indemnified party for any legal or any other expenses subsequently incurred by the latter such indemnified party in connection with the defense thereof other than reasonable costs of investigationinvestigation (unless such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, in which event the indemnified party shall have the right to control its defense and shall be reimbursed by the indemnifying party for the expenses incurred in connection with retaining one separate counsel). If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for each indemnified party with respect to such claim. The indemnifying party will not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the prior written consent of the indemnified party, compromise or consent to entry of any judgment or enter into any settlement agreement with respect to any action or proceeding in respect of which indemnification is sought under Section 4.6(a) or (b) (whether or not the indemnified party is an actual or potential party thereto), unless such proceedings which does not include as compromise, consent or settlement includes an unconditional term thereof the giving given by the claimant or plaintiff to such the indemnified party of a complete and unconditional release from all liability in respect to of such claim or litigationlitigation and does not subject the indemnified party to any injunctive relief or other equitable remedy.

Notice of Claims, etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions subsections of this Section 53.6, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided, however, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions subsections of this Section 53.6, except and to the extent that the indemnifying party is prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless unless, in such indemnified party's reasonable judgment judgment, a conflict of interest between such indemnified and indemnifying party parties may exist in respect of such claim, the indemnifying party shall be entitled to participate in, in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigationinvestigation and of liaison with counsel so selected, provided, however, that if the defendants in any such action include both the indemnified party and the indemnifying party, and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party, or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified party shall have the right to select one separate law firm as counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as the same shall be incurred. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement of such proceedings which does not include include, as an unconditional term thereof thereof, the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release from all liability in respect to such claim or litigation.

Notice of Claims, etc. Promptly after receipt by an indemnified party If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Person in respect of notice which indemnity may be sought pursuant to paragraph (a) or (b) above, such Person (the “Indemnified Party”), shall promptly notify the Person against whom such indemnity may be sought (the “Indemnifying Party”), in writing of the commencement of thereof (but the failure to so notify an Indemnifying Party shall not relieve it from any action or proceeding involving a claim referred to in the preceding subdivisions of liability which it may have under this Section 56, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice except to the latter extent the Indemnifying Party is materially prejudiced by the failure to give notice), and the Indemnifying Party, upon request of the commencement of Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in such action, providedsuit, proceeding, claim or demand and shall pay the reasonable fees and expenses actually incurred by such counsel related to such proceeding. Notwithstanding the foregoing, in any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party, unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed in writing to the contrary, (ii) the Indemnifying Party failed within a reasonable time after notice of commencement of the action to assume the defense and employ counsel reasonably satisfactory to the Indemnified Party, or (iii) the named parties to any such action (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, or any Affiliate of the Indemnifying Party, and such Indemnified Party shall have been reasonably advised by counsel that either (x) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party or such Affiliate of the Indemnifying Party or (y) a conflict may exist between such Indemnified Party and the Indemnifying Party or such Affiliate of the Indemnifying Party (in which case the Indemnifying Party shall not have the right to assume nor direct the defense of such action on behalf of such Indemnified Party, it being understood, however, that the failure Indemnifying Party shall not, in connection with any one such action or separate but substantially similar or related actions arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5. In case local counsel), for all such Indemnified Parties, and any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claimseparate firm for the Indemnifying Party, the indemnifying party directors, the officers and such control Persons of the Indemnified Party as shall be entitled to participate in, and to assume designated in writing by the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party Indemnifying Party). The Indemnifying Party shall not be liable to such indemnified party for any legal settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or other expenses subsequently incurred if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify any Indemnified Party from and against any loss or liability by the latter in connection with the defense thereof other than reasonable costs reason of investigationsuch settlement or judgment. No indemnifying party Indemnifying Party shall, without the prior written consent of the indemnified partyIndemnified Party, consent to entry of any judgment or enter into effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such proceedings which does not include as Indemnified Party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such indemnified party of a complete and unconditional release Indemnified Party from all liability in respect to on claims that are the subject matter of such claim or litigationproceeding.

Notice of Claims, etc. Promptly after receipt by a party seeking indemnification pursuant to this Section 6 (an indemnified "Indemnified Party") of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a "Claim"), the Indemnified Party promptly shall notify the party against whom indemnification pursuant to this Section 6 is being sought (the "Indemnifying Party") of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (x) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (y) the Indemnified Party and the Indemnifying Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (z) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of any action such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in clauses (x), (y) or proceeding involving a claim referred to in (z) above, the preceding subdivisions of this Section 5fees, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement costs and expenses of such action, provided, however, that legal counsel shall be borne exclusively by the failure of any indemnified party to give notice Indemnified Party. Except as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claimabove, the indemnifying party Indemnifying Party shall be entitled to participate innot, and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with any Claim in the defense thereof other same jurisdiction, be liable for the fees and expenses of more than reasonable costs one firm of investigationcounsel for the Indemnified Party (together with appropriate local counsel). No indemnifying party shallThe Indemnifying Party shall not, without the prior written consent of the indemnified partyIndemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment or enter into any settlement of such proceedings which that does not include as an unconditional term thereof release of the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release Indemnifying Party from all liability in liabilities with respect to such claim Claim or litigationjudgment.

Notice of Claims, etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions of this Section 52.7(a) or (b), such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; PROVIDED, provided, howeverHOWEVER, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 52.7, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice. In case any such action is shall be brought against an any indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified party and it shall notify the indemnifying party may exist in respect of such claimthe commencement thereof, the indemnifying party shall be entitled to participate in, and to assume the defense thereof, jointly with any other indemnifying party similarly notifiedtherein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; PROVIDED, HOWEVER, that (i) if the indemnified party reasonably believes that it is advisable for it to be represented by separate counsel because there exists or may exist a conflict of interest between its interests and after notice from those of the indemnifying party with respect to such claim, or there exist defenses available to such indemnified party of its election so that may not be available to the indemnifying party, or (ii) if the indemnifying party shall fail to assume responsibility for such defense, the defense thereofindemnified party may retain counsel satisfactory to it and, in the case of clause (i), reasonably satisfactory to the indemnifying party, and the indemnifying party shall pay all fees and expenses of such counsel; PROVIDED FURTHER, that the indemnifying party shall not be liable deemed to have failed to assume responsibility for such defense if the indemnifying party has not received notice of such claim pursuant to this Section 2.7(c). In the event an indemnifying party elects not to assume, or shall not be entitled to assume because of a conflict of interest between its interests and those of the indemnified party, the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel in any jurisdiction in any one legal action or group of related legal actions for all parties indemnified by such indemnifying party in respect of such claim, unless in the reasonable judgment of any such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties in respect of such claim. No indemnifying party shall be liable for any legal settlement of any action or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigationproceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement of such proceedings which that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release from all liability in respect to such claim or litigationlitigation or that requires action other than the payment of money by the indemnifying party.

Notice of Claims, etc. Promptly after receipt by a party seeking indemnification pursuant to this Section 7 (an indemnified "Indemnified Party") of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a "Claim"), the Indemnified Party promptly shall notify the party against whom indemnification pursuant to this Section 7 is being sought (the "Indemnifying Party") of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is actually prejudiced by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of one such separate legal counsel for all Indemnified Parties in connection with any one action or series of substantially related actions if (and only if): (x) the Indemnifying Party shall have agreed in writing to pay such fees, costs and expenses, (y) the named parties to any such action (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have been advised by such counsel in writing that there may be one or more legal defenses available to the Indemnifying party different from or in conflict with any legal defenses which may be available to the Indemnified Party (in which case the Indemnifying party shall not have the right to assume the defense of such action on behalf of the Indemnified party, or (z) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of any action such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in clauses (x), (y) or proceeding involving a claim referred to in (z) above, the preceding subdivisions of this Section 5fees, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement costs and expenses of such action, provided, however, that legal counsel shall be borne exclusively by the failure of any indemnified party to give notice Indemnified Party. Except as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claimabove, the indemnifying party Indemnifying Party shall be entitled to participate innot, and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with any Claim in the defense thereof other same jurisdiction, be liable for the fees and expenses of more than reasonable costs one firm of investigationcounsel for the Indemnified Party (together with appropriate local counsel). No indemnifying party shallThe Indemnified Party shall not, without the prior written consent of the indemnified partyIndemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment or enter into any settlement of such proceedings which that does not include as an unconditional term thereof release of the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release Indemnifying Party from all liability in liabilities with respect to such claim Claim or litigationjudgment.

Notice of Claims, etc. (a) Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions of this Section 5sections 5.1 or 5.2, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, immediately give written notice to the latter of the commencement of such action, ; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under indemnity obligations, except to the preceding subdivisions of this Section 5extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in the reasonable judgment of counsel for such indemnified party's reasonable judgment , a conflict of interest between such indemnified and indemnifying party parties may exist in respect of such claimclaim (in which case the indemnified party shall be entitled to retain separate counsel as provided below), the indemnifying party shall be entitled to participate in, in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, notified to the extent that it may wishwish and at any time, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter indemnified party in connection with the defense thereof other than reasonable costs related to the indemnified party's cooperation with the indemnifying party provided, however, that (i) if the indemnifying party fails to assume the defense of investigationsuch claim after a reasonable time the indemnified party may retain counsel to defend such claim and the reasonable fees and expenses of such counsel shall be paid by the indemnifying party, (ii) the indemnified party may, at its own expense, retain separate counsel to participate in such defense, (iii) the indemnified party shall have the right to employ separate counsel at the expense of the indemnifying party and to control its own defense of such action, claim or proceeding if, in the reasonable opinion of counsel to such indemnified party, a material conflict or potential material conflict exists between the indemnified party and the indemnifying party that would make such separate representation advisable, except that in no event shall the indemnifying party be required to pay fees and expenses under this section 6 for more than one separate firm of attorneys in any one legal action or group of related legal actions. (b) No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent, which consent shall not be unreasonably withheld. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement of such proceedings which that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release from all liability in respect to such claim or litigation.

Notice of Claims, etc. Promptly after receipt by an indemnified party under subsection 5(a) or (b) of notice of any claim or the commencement of any action or proceeding involving a claim referred subject to in indemnification thereunder, the preceding subdivisions of this Section 5, such indemnified party willshall, if a claim in respect thereof is to be made against an the indemnifying partyparty under either of such subsections, give written notice to promptly notify the latter indemnifying party in writing of the claim or the commencement of such action, provided, however, the action or proceeding; provided that the failure of any indemnified to so notify the indemnifying party to give notice as provided herein shall not relieve the indemnifying party of its obligations from any liability which it may have to an indemnified party under subsection 5(a) or (b) or otherwise, except to the preceding subdivisions of this Section 5extent the indemnifying party shall have been materially prejudiced by such failure to give notice. In case If any such claim, action is or proceeding shall be brought against an indemnified party, unless in such indemnified and it shall timely notify the indemnifying party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claim, the indemnifying party shall be entitled to participate in, and to assume the defense thereof, jointly with any other indemnifying party similarly notifiedand, to the extent that it may wishwishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to such the indemnified party, and after . After notice from the indemnifying party to such the indemnified party of its election so to assume the defense thereofof such claim, action or proceeding, the indemnifying party shall not be liable to such the indemnified party under, subsection 5(a) or (b) for any legal or other expenses subsequently incurred by the latter indemnified party in connection with the defense thereof other than reasonable costs of investigation. No ; however, such indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be the expense of such indemnified party unless (1) the indemnifying party shallhas agreed to pay such fees and expenses, without (2) the consent of indemnifying party shall have failed to assume the indemnified party, consent to entry of any judgment or enter into any settlement defense of such proceedings which does not include as an unconditional term thereof the giving by the claimant claim, action or plaintiff proceeding or has failed to employ counsel reasonably satisfactory to such indemnified party of a complete in any such claim, action or proceeding or (3) the named parties to any such action or proceeding (including any impleaded parties) include both such indemnified party and unconditional release from all liability in respect the indemnifying party, and such indemnified party shall have been advised by counsel that there may be one or more legal defenses available to such claim indemnified party which are inconsistent or litigationin conflict with those available to the indemnifying party (in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of such indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for such indemnified party and any other indemnified parties similarly situated, which firm shall be designated in writing by such indemnified parties. The indemnifying party shall not be liable for any settlement of any such action or proceeding effected without its written consent (which consent shall not be unreasonably withheld), but if settled with its written consent, or if there be a final judgment for the plaintiff in any such action or proceeding, the indemnifying party agrees to indemnify and hold harmless such indemnified parties from and against any loss or liability by reason of such settlement or judgment.

Notice of Claims, etc. Promptly after receipt by an indemnified a party seeking indemnification pursuant to this Section 5.6 ("INDEMNIFIED PARTY") of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a "CLAIM"), the Indemnified Party promptly shall notify the party against whom indemnification pursuant to this Section 5.6 is being sought ("INDEMNIFYING PARTY") of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (x) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (y) the Indemnified Party and the Indemnifying Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party or (z) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of any action such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in clauses (x), (y) or proceeding involving a claim referred to in (z) above, the preceding subdivisions of this Section 5fees, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement costs and expenses of such action, provided, however, that legal counsel shall be borne exclusively by the failure of any indemnified party to give notice Indemnified Party. Except as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claimabove, the indemnifying party Indemnifying Party shall be entitled to participate innot, and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with any Claim in the defense thereof other same jurisdiction, be liable for the fees and expenses of more than reasonable costs one firm of investigationcounsel for the Indemnified Party (together with appropriate local counsel). No indemnifying party shallThe Indemnified Party shall not, without the prior written consent of the indemnified partyIndemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment or enter into any settlement of such proceedings which that does not include as an unconditional term thereof release of the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release Indemnifying Party from all liability in liabilities with respect to such claim Claim or litigationjudgment.

Notice of Claims, etc. Promptly after receipt by an any indemnified party person of a notice of a claim or the commencement beginning of any action or proceeding involving a claim referred in respect of which indemnity is to in the preceding subdivisions of be sought against an indemnifying person pursuant to this Section 52.3, such indemnified party will, if a person shall notify the indemnifying person in writing of such claim in respect thereof is to be made against an indemnifying party, give written notice to the latter or of the commencement of such action, provided, however, that but the failure of omission to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party under this Section 2.3 (except to give notice as provided herein shall not relieve the extent that such omission materially and adversely affects the indemnifying party of its obligations party's ability to defend such action) or from any liability otherwise than under the preceding subdivisions of this Section 52.3. In Subject to the provisions hereinafter stated, in case any such action is shall be brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claimperson, the indemnifying party person shall be entitled to participate intherein, and to assume the defense thereof, jointly with any other indemnifying party similarly notifiedand, to the extent that it may wishshall elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after person. After notice from the indemnifying party person to such indemnified party person of its election so to assume the defense thereof, the such indemnifying party person shall not be liable to such indemnified party person for any legal or other expenses subsequently incurred by the latter such indemnified person in connection with the defense thereof other thereof; provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriate, in the opinion of counsel to the indemnified person, for the same counsel to represent both the indemnified person and such indemnifying person or any Affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, however, that no indemnifying person shall be responsible for the fees and expenses of more than reasonable costs one separate counsel (together with appropriate local counsel) for all indemnified parties. In no event shall any indemnifying person be liable in respect of investigationany amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; provided, however, that such consent shall not be unreasonably withheld. No indemnifying party person shall, without the prior written consent of the indemnified partyperson, consent to entry of any judgment or enter into effect any settlement of any pending or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by such proceedings which does not include as indemnified person, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such indemnified party of a complete and unconditional release person from all liability in respect to on claims that are the subject matter of such claim or litigationproceeding.

Notice of Claims, etc. Promptly Each party indemnified under Section 2.6(a) and Section 2.6(b) above shall, promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions of this Section 5, or action against such indemnified party will, if a claim in respect thereof is of which indemnity may be sought hereunder, notify the indemnifying party in writing of the claim or action and the indemnifying party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to be made against an indemnifying such indemnified party, give written notice to and shall assume the latter payment of the commencement of such action, provided, however, all fees and expenses in connection therewith; provided that the failure of any indemnified party so to give notice as provided herein notify the indemnifying party shall not relieve the indemnifying party of its obligations hereunder except to the extent that the indemnifying party is materially prejudiced by such failure to notify, but the omission so to notify the indemnifying party will not relieve it of any liability it may have to any indemnified party otherwise under the preceding subdivisions of this Section 52.6 hereof. In case any such action It is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claim, understood that the indemnifying party shall not, in connection with any claim or action or related proceeding in the same jurisdiction, be entitled liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to participate inone local counsel) at any time for all such indemnified parties. In any such action, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the sole expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (ii) the indemnifying party shall have failed to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with of such action or engage counsel reasonably satisfactory to the indemnified party or (iii) have been advised by such counsel that representation of both parties by the same counsel would be inappropriate due to material differing interests between them or there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to such the indemnified party. In the case of any such separate firm for the Purchasers as indemnified parties, and after notice from such firm shall be designated in writing by the indemnifying party to such indemnified party or the indemnified parties holding a majority of its election so to assume the defense thereof, the indemnifying party shall not be liable to shares of Registrable Stock included in such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigationregistration. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into shall be liable for any settlement of such proceedings entered into without its written consent, which does consent shall not include as an unconditional term thereof the giving by the claimant be unreasonably withheld, conditioned or plaintiff to such indemnified party of a complete and unconditional release from all liability in respect to such claim or litigationdelayed.

Notice of Claims, etc. Promptly after receipt by a party seeking indemnification pursuant to this Section 6 (an indemnified “Indemnified Party”) of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a “Claim”), the Indemnified Party shall notify the party against whom indemnification pursuant to this Section 6 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ one separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) counsel to the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party and the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of any action such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in clauses (i), (ii) or proceeding involving a claim referred to in (iii) above, the preceding subdivisions of this Section 5fees, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement costs and expenses of such action, provided, however, that legal counsel shall be borne exclusively by the failure of any indemnified party to give notice Indemnified Party. Except as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claimabove, the indemnifying party Indemnifying Party shall be entitled to participate innot, and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with any Claim in the defense thereof other same jurisdiction, be liable for the fees and expenses of more than reasonable costs one firm of investigationcounsel for the Indemnified Party (together with appropriate local counsel). No indemnifying party shallThe Indemnified Party shall not, without the prior written consent of the indemnified partyIndemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment or enter into any settlement of such proceedings which that does not include as an unconditional term thereof release of the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release Indemnifying Party from all liability in liabilities with respect to such claim Claim or litigationjudgment.

Notice of Claims, etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions paragraphs of this Section 52.5, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, immediately give written notice to the latter of the commencement of such action, ; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions paragraphs of this Section 52.5, except to the extent that the indemnifying party is materially prejudiced by such failure. In case any such action is brought against an indemnified party, unless in such indemnified party's ’s reasonable judgment a conflict of interest between such indemnified and indemnifying party parties may exist in respect of such claim, the indemnifying party shall be entitled to participate in, in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, notified to the extent that it the indemnifying parties may wishagree, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable out of pocket costs related to the indemnified party’s cooperation with the indemnifying party, unless in such indemnified party’s reasonable judgment a conflict of investigationinterest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof. No indemnifying party shallshall be liable for any settlement of any action or proceeding effected without its written consent, without the which consent shall not be unreasonably withheld, delayed or conditioned. Consent of the indemnified party, consent to party shall be required for the entry of any judgment or to enter into any a settlement of only when such proceedings which judgment or settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release from all liability in respect to such claim or litigation.

Notice of Claims, etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions of this Section 53.4, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided, however, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 53.4. In case any such action is brought against an indemnified party, unless in such indemnified party's ’s reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claim, the indemnifying party shall be entitled to participate in, in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement of such proceedings which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release from all liability in respect to such claim or litigation.

Notice of Claims, etc. Promptly after receipt by an indemnified Indemnified Party of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a "Claim"), the Indemnified Party promptly shall notify the party against whom indemnification pursuant to this Section 6 is being sought (the "Indemnifying Party") of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such omission. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (x) the Indemnifying Party shall have agreed to pay such fees, costs and expenses; (y) the Indemnified Party and the Indemnifying Party shall reasonably have concluded that representation of the Indemnified Party by the legal counsel to the Indemnifying Party would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party; or (z) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of any action such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in clauses (x), (y) or proceeding involving a claim referred to in (z) above, the preceding subdivisions of this Section 5fees, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement costs and expenses of such action, provided, however, that legal counsel shall be borne exclusively by the failure of any indemnified party to give notice Indemnified Party. Except as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claimabove, the indemnifying party Indemnifying Party shall be entitled to participate innot, and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with any Claim in the defense thereof other same jurisdiction, be liable for the fees and expenses of more than reasonable costs of investigationone legal counsel for the Indemnified Party. No indemnifying party shallThe Indemnified Party shall not, without the prior written consent of the indemnified partyIndemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment or enter into any settlement of such proceedings which that does not include as an unconditional term thereof release of the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release Indemnifying Party from all liability in liabilities with respect to such claim Claim or litigationjudgment.

Notice of Claims, etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred Any Person entitled to in the preceding subdivisions of this Section 5, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, indemnification hereunder will (A) give prompt written notice to the latter indemnifying party of the commencement of such action, provided, however, any claim with respect to which it seeks indemnification (provided that the failure of any indemnified party to give such notice as provided herein shall not relieve limit the rights of such Person except to the extent that the indemnifying party of its obligations under the preceding subdivisions of this Section 5. In case any is actually prejudiced by such action is brought against an indemnified party, failure to give notice) and (B) unless in such indemnified party's ’s reasonable judgment a conflict of interest between such indemnified and indemnifying party parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with a single counsel reasonably satisfactory to the indemnified party; provided, however, that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in respect the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such person unless (X) the indemnifying party has agreed to pay such fees or expenses, or (Y) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person. In the event the indemnified party reasonably believes such a conflict of interest exists, the indemnifying party shall be entitled to participate inindemnify the indemnified party for all reasonable costs and expenses of one separate counsel for the indemnified party in accordance with Sections 2.7.1 or 2.7.2 hereof) above, and to assume the as applicable. If such defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from is not assumed by the indemnifying party to such indemnified party of its election so to assume the defense thereofas permitted hereunder, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld). If such defense is assumed by the indemnifying party pursuant to the provisions hereof, such indemnifying party shall not be liable to settle or otherwise compromise the applicable claim unless (1) such indemnified party for any legal settlement or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent compromise contains a full and unconditional release of the indemnified party, consent to entry of any judgment party and the settlement or enter into any settlement of such proceedings which compromise does not include as an unconditional term thereof require any admission of wrongdoing on the giving by part of the claimant or plaintiff to such indemnified party or (2) the indemnified party otherwise consents in writing. An indemnifying party who is not entitled to, or elects not to, assume the defense of a complete claim will not be obligated to pay the fees and unconditional release from expenses of more than one counsel for all liability in respect to such claim or litigation.parties indemnified by such

Notice of Claims, etc. Promptly after receipt by any Person entitled to indemnity under Section 7.1 or 7.2 hereof (an indemnified party "INDEMNITEE") of notice of the commencement of any action or proceeding (an "ACTION") involving a claim referred to in the preceding subdivisions of this Section 5such Sections, such indemnified party willIndemnitee shall, if a claim in respect thereof indemnification is to be made sought against an indemnifying party, give written notice to the latter such indemnifying party of the commencement of such action, Action; provided, however, that the failure of any indemnified party Indemnitee to give said notice as provided herein shall not relieve the indemnifying party of its obligations under Sections 7.1 or 7.2 hereof, except to the preceding subdivisions of this Section 5extent that the indemnifying party is actually prejudiced by such failure. In case any such action an Action is brought against an indemnified partyany Indemnitee, unless in and such indemnified party's reasonable judgment a conflict of interest between such indemnified and Indemnitee notifies the indemnifying party may exist in respect of such claimthe commencement thereof, the each indemnifying party shall be entitled to participate intherein and, and to the extent it elects to do so by written notice delivered to the Indemnitee promptly after receiving the aforesaid notice, to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, thereof with counsel reasonably satisfactory to such indemnified Indemnitee. Notwithstanding the foregoing, the Indemnitee shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Indemnitee, unless (i) the employment of such counsel shall have been authorized in writing by the indemnifying party, and after notice from (ii) the indemnifying party shall not have employed counsel to take charge of the defense of such Action, reasonably promptly after notice of the commencement thereof or (iii) such Indemnitee reasonably shall have concluded that there may be defenses available to it which are different from or additional to those available to the indemnifying party which, if the indemnifying party and the Indemnitee were to be represented by the same counsel, could result in a conflict of interest for such counselor materially prejudice the prosecution of the defenses available to such indemnified Indemnitee. If any of the events specified in clauses (i), (ii) or (iii) of the preceding sentence shall have occurred or otherwise shall be applicable, then the fees and expenses of counsel for the Indemnitee shall be borne by the indemnifying party; it being understood, however, that the indemnifying party shall not, in connection with any one such claim or proceeding, or separate but substantially similar or related claims or proceedings arising out of its election so the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all Indemnitees hereunder, or for fees and expenses that are not reasonable. Anything in this Section 7.3 to assume the defense thereofcontrary notwithstanding, the an indemnifying party shall not be liable to such indemnified party for the settlement of any legal action effected without its prior written consent (which consent shall not unreasonably be withheld or other expenses subsequently incurred by the latter in connection delayed), but if settled with the defense thereof other than reasonable costs prior written consent of investigationthe indemnifying party, or if there shall be a final judgment adverse to the Indemnitee, the indemnifying party agrees to indemnify the Indemnitee from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior consent of the indemnified partyIndemnitee (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement or compromise, with respect to any pending or threatened action or claim in respect of which the Indemnitee would be entitled to indemnification or contribution hereunder (whether or not the Indemnitee is an actual party to such proceedings action or claim), which (i) does not include as an unconditional a term thereof the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release of the Indemnitee from all liability in respect to of such action or claim or litigation(ii) includes an admission of fault, culpability or a failure to act by or on behalf of the Indemnitee.

Notice of Claims, etc. Promptly after receipt by any Person entitled to indemnity under Section 7.1 or 7.2 hereof (an indemnified party "Indemnitee") of notice of the commencement of any action or proceeding (an "Action") involving a claim referred to in the preceding subdivisions of this Section 5such Sections, such indemnified party willIndemnitee shall, if a claim in respect thereof indemnification is to be made sought against an indemnifying party, give written notice to the latter such indemnifying party of the commencement of such action, Action; provided, however, that the failure of any indemnified party Indemnitee to give said notice as provided herein shall not relieve the indemnifying party of its obligations under Sections 7.1 or 7.2 hereof, except to the preceding subdivisions of this Section 5extent that the indemnifying party is actually prejudiced by such failure. In case any such action an Action is brought against an indemnified partyany Indemnitee, unless in and such indemnified party's reasonable judgment a conflict of interest between such indemnified and Indemnitee notifies the indemnifying party may exist in respect of such claimthe commencement thereof, the each indemnifying party shall be entitled to participate intherein and, and to the extent it elects to do so by written notice delivered to the Indemnitee promptly after receiving the aforesaid notice, to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, thereof with counsel selected by such Indemnitee and reasonably satisfactory to such indemnified indemnifying party. Notwithstanding the foregoing, the Indemnitee shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Indemnitee, unless (i) the employment of such counsel shall have been authorized in writing by the indemnifying party, and after notice from (ii) the indemnifying party shall not have employed counsel to take charge of the defense of such Action, reasonably promptly after notice of the commencement thereof or (iii) such Indemnitee reasonably shall have concluded that there may be defenses available to it which are different from or additional to those available to the indemnifying party which, if the indemnifying party and the Indemnitee were to be represented by the same counsel, could result in a conflict of interest for such counsel or materially prejudice the prosecution of the defenses available to such indemnified Indemnitee. If any of the events specified in clauses (i), (ii) or (iii) of the preceding sentence shall have occurred or otherwise shall be applicable, then the fees and expenses of counsel for the Indemnitee shall be borne by the indemnifying party; it being understood, however, that the indemnifying party shall not, in connection with any one such claim or proceeding, or separate but substantially similar or related claims or proceedings arising out of its election so the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all Indemnitees hereunder, or for fees and expenses that are not reasonable. Anything in this Section 7.3 to assume the defense thereofcontrary notwithstanding, the an indemnifying party shall not be liable to such indemnified party for the settlement of any legal action effected without its prior written consent (which consent shall not unreasonably be withheld or other expenses subsequently incurred by the latter in connection delayed), but if settled with the defense thereof other than reasonable costs prior written consent of investigationthe indemnifying party, or if there shall be a final judgment adverse to the Indemnitee, the indemnifying party agrees to indemnify the Indemnitee from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior consent of the indemnified partyIndemnitee (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement or compromise, with respect to any pending or threatened action or claim in respect of which the Indemnitee would be entitled to indemnification or contribution hereunder (whether or not the Indemnitee is an actual party to such proceedings action or claim), which (i) does not include as an unconditional a term thereof the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release of the Indemnitee from all liability in respect to of such action or claim or litigation(ii) includes an admission of fault, culpability or a failure to act by or on behalf of the Indemnitee.

Notice of Claims, etc. Promptly after receipt by a party seeking indemnification pursuant to this Section 6 (an indemnified "INDEMNIFIED PARTY") of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a "CLAIM"), the Indemnified Party promptly shall notify the party against whom indemnification pursuant to this Section 6 is being sought (the "INDEMNIFYING PARTY") of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (x) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (y) the Indemnified Party and the Indemnifying Party shall reasonably have concluded that representation of the Indemnified Party and the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (z) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of any action such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in clauses (x), (y) or proceeding involving a claim referred to in (z) above, the preceding subdivisions of this Section 5fees, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement costs and expenses of such action, provided, however, that legal counsel shall be borne exclusively by the failure of any indemnified party to give notice Indemnified Party. Except as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claimabove, the indemnifying party Indemnifying Party shall be entitled to participate innot, and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with any Claim in the defense thereof other same jurisdiction, be liable for the fees and expenses of more than reasonable costs one firm of investigationcounsel for the Indemnified Party (together with appropriate local counsel). No indemnifying party shallThe Indemnified Party shall not, without the prior written consent of the indemnified partyIndemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment or enter into any settlement of such proceedings which that does not include as an unconditional term thereof release of the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release Indemnifying Party from all liability in liabilities with respect to such claim Claim or litigationjudgment.

Notice of Claims, etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions paragraphs of this Section 52.9, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, immediately give written notice to the latter of the commencement of such action, ; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions paragraphs of this Section 52.9, except to the extent that the indemnifying party is materially prejudiced by such failure. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party parties may exist in respect of such claim, the indemnifying party shall be entitled to participate in, in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, notified to the extent that it the indemnifying parties may wishagree, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable out of pocket costs related to the indemnified party's cooperation with the indemnifying party, unless in such indemnified party's reasonable judgment a conflict of investigationinterest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof. No indemnifying party shallshall be liable for any settlement of any action or proceeding effected without its written consent, without the which consent shall not be unreasonably withheld, delayed or conditioned. Consent of the indemnified party, consent to party shall be required for the entry of any judgment or to enter into any a settlement of only when such proceedings which judgment or settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release from all liability in respect to such claim or litigation.

Notice of Claims, etc. (a) Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions of this Section 5sections 6.1 or 6.2, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, immediately give written notice to the latter of the commencement of such action, ; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under indemnity obligations, except to the preceding subdivisions of this Section 5extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in the reasonable judgment of counsel for such indemnified party's reasonable judgment , a conflict of interest between such indemnified and indemnifying party parties may exist in respect of such claimclaim (in which case the indemnified party shall be entitled to retain separate counsel as provided below), the indemnifying party shall be entitled to participate in, in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, notified to the extent that it may wishwish and at any time, with counsel reasonably [reasonably] satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter indemnified party in connection with the defense thereof other than reasonable costs related to the indemnified party's cooperation with the indemnifying party provided, however, that (i) if the indemnifying party fails to assume the defense of investigationsuch claim after a reasonable time the indemnified party may retain counsel to defend such claim and the reasonable fees and expenses of such counsel shall be paid by the indemnifying party, (ii) the indemnified party may, at its own expense, retain separate counsel to participate in such defense, (iii) the indemnified party shall have the right to employ separate counsel at the expense of the indemnifying party and to control its own defense of such action, claim or proceeding if, in the reasonable opinion of counsel to such indemnified party, a material conflict or potential material conflict exists between the indemnified party and the indemnifying party that would make such separate representation advisable, except that in no event shall the indemnifying party be required to pay fees and expenses under this section 6 for more than one separate firm of attorneys in any one legal action or group of related legal actions. (b) No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent, which consent shall not be unreasonably withheld. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement of such proceedings which that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release from all liability in respect to such claim or litigation.

Notice of Claims, etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding (an "Action") involving a claim referred to in the preceding subdivisions of this Section 5Sections 2(f)(i) and 2(f)(ii) hereof, such indemnified party willshall, if a claim in respect thereof indemnification is to be made sought against an indemnifying party, give written notice to the latter indemnifying party of the commencement of such action, ; provided, however, that the failure of any indemnified party to give said notice as provided herein shall not relieve the indemnifying party of its obligations under Sections 2(f)(i) or 2(f)(ii) hereof, except to the preceding subdivisions of this Section 5extent that the indemnifying party is actually and materially prejudiced by such failure. In case any such action an Action is brought against an any indemnified party, unless in and such indemnified party's reasonable judgment a conflict of interest between such indemnified and party notifies an indemnifying party may exist in respect of such claimthe commencement thereof, the indemnifying party shall be entitled to participate intherein and, and to the extent it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice, to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, thereof with counsel reasonably satisfactory to such indemnified party. Notwithstanding the foregoing, the indemnified party shall have the right to employ its own counsel in any such case, but the fees and after notice from expenses of such counsel shall be at the expense of such indemnified party, unless (A) the employment of such counsel shall have been authorized in writing by the indemnifying party, (B) the indemnifying party shall not have employed counsel (reasonably satisfactory to the indemnified party) to take charge of the defense of such Action, within a reasonable time after notice of the commencement thereof, or (C) such indemnified party reasonably shall have concluded that there may be defenses available to it which are different from or additional to those available to the indemnifying party which, if the indemnifying party and the indemnified party were to be represented by the same counsel, could result in a conflict of interest for such counsel or materially prejudice the prosecution of the defenses available to such indemnified party. If any of the events specified in clauses (A), (B) or (C) of the preceding sentence shall have occurred or otherwise shall be applicable, then the fees and expenses of one counsel (or firm of counsel) for the indemnified party of its election so to assume shall be borne by the defense thereofindemnifying party. If, in any case, the indemnified party employs separate counsel, the indemnifying party shall not have the right to direct the defense of such action on behalf of the indemnified party. Anything in this Section 2(f)(iii) to the contrary notwithstanding, an indemnifying party shall not be liable for the settlement of any action effected without its prior written consent (which consent in the case of an action exclusively seeking monetary relief shall not unreasonably be withheld or delayed), but if settled with the prior written consent of the indemnifying party, or if there be a final judgment adverse to such the indemnified party, the indemnifying party agrees to indemnify the indemnified party for from and against any legal loss or other expenses subsequently incurred liability by the latter in connection with the defense thereof other than reasonable costs reason of investigationsuch settlement or judgment. No indemnifying party shall, without the prior consent of the indemnified party, consent to entry of any judgment or enter into any settlement of such proceedings which does not include as an unconditional a term thereof the giving by unconditional release of the claimant or plaintiff to such indemnified party of a complete and unconditional release from all liability in respect to of such claim or litigation.

Notice of Claims, etc. Promptly after receipt by a party seeking indemnification pursuant to this Section 6 (an indemnified “Indemnified Party”) of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a “Claim”), the Indemnified Party promptly shall notify the party against whom indemnification pursuant to this Section 6 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (x) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (y) the Indemnified Party and the Indemnifying Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party or (z) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of any action such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in clauses (x), (y) or proceeding involving a claim referred to in (z) above, the preceding subdivisions of this Section 5fees, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement costs and expenses of such action, provided, however, that legal counsel shall be born exclusively by the failure of any indemnified party to give notice Indemnified Party. Except as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claimabove, the indemnifying party Indemnifying Party shall be entitled to participate innot, and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with any Claim in the defense thereof other same jurisdiction, be liable for the fees and expenses of more than reasonable costs one firm of investigationcounsel for the Indemnified Party (together with appropriate local counsel). No indemnifying party shallThe Indemnified Party shall not, without the prior written consent of the indemnified partyIndemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment or enter into any settlement of such proceedings which that does not include as an unconditional term thereof release of the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release Indemnifying Party from all liability in liabilities with respect to such claim Claim or litigationjudgment.

Notice of Claims, etc. Promptly after receipt by a party seeking indemnification pursuant to this Section 6 (an indemnified "Indemnified Party") of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a "Claim"), the Indemnified Party promptly shall notify the party against whom indemnification pursuant to this Section 6 is being sought (the "Indemnifying Party") of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim at the reasonable cost and expense of the Indemnifying Party unless the Indemnified Party and the Indemnifying Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions of this Section 5, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided, however, that the failure of any indemnified party to give notice Claim. Except as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claimabove, the indemnifying party Indemnifying Party shall be entitled to participate innot, and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with any Claim in the defense thereof other same jurisdiction, be liable for the fees and expenses of more than reasonable costs one firm of investigationcounsel for the Indemnified Party (together with appropriate local counsel). No indemnifying party shallThe Indemnifying Party shall not, without the prior written consent of the indemnified partyIndemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment or enter into any settlement of such proceedings which that does not include as an unconditional term thereof release of the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release Indemnifying Party from all liability in liabilities with respect to such claim Claim or litigationjudgment.

Notice of Claims, etc. Promptly after receipt by an indemnified party under subsection (a) or (b) above of written notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions of this Section 5for which indemnification under subsection (a) or (b) may be requested, such indemnified party willshall, if without regard to whether a claim in respect thereof is to be made against an indemnifying party, give written notice party pursuant to the latter indemnification provisions of, or as contemplated by, this Section 2.06, notify such indemnifying party in writing of the commencement of such actionaction or proceeding; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party in respect of such action or proceeding on account of the indemnification provisions of or contemplated by Section 2.06(a) or 2.06(b) hereof, provided, however, that except to the extent the indemnifying party was prejudiced by such failure of any the indemnified party to give notice as provided herein such notice, and in no event shall not such omission relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5from any other liability it may have to such indemnified party. In case any such action is or proceeding shall be brought against any indemnified party and it shall notify an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of the commencement thereof, such claim, the indemnifying party shall be entitled to participate intherein and, and to assume the defense thereofextent that it shall determine, jointly with any other indemnifying party similarly notified, to assume the extent that it may wishdefense thereof, with counsel reasonably satisfactory to such indemnified party, and and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the such indemnifying party shall not be liable to such indemnified party for any legal or any other expenses subsequently incurred by the latter such indemnified party, in connection with the defense thereof other than reasonable costs of investigationinvestigation (unless such indemnified party reasonably objects to such assumption on the grounds that there are likely defenses available to it which are different from and potentially inconsistent with the defenses available to such indemnifying party, in which event the indemnified party shall have the right to control its defense and shall be reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate counsel). If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel (in addition to local counsel) for all indemnified parties with respect to such claim, unless counsel retained by the indemnified party reasonably concludes that it is not able to represent any other indemnified party as a result of an actual or likely potential conflict of interest, in which event each such indemnified party shall have the right to retain separate counsel. The indemnifying party will not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the consent of the indemnified party, will consent to entry of any judgment or enter into any settlement of such proceedings agreement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release from all liability in respect to of such claim or litigation.

Notice of Claims, etc. Promptly after receipt by a Person seeking indemnification pursuant to this Section 1.6 (an “Indemnified Party”) of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a “Claim”), the Indemnified Party promptly shall notify the Person against whom indemnification pursuant to this Section 1.6 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out of pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party (other than that the Indemnified Party is entitled to be indemnified party by the Indemnifying Party), or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of any action or proceeding involving a claim referred to such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding subdivisions of this Section 5sentence, such indemnified party willthe fees, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement costs and expenses of such action, provided, however, that legal counsel shall be borne exclusively by the failure of any indemnified party to give notice Indemnified Party. Except as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claimabove, the indemnifying party Indemnifying Party shall be entitled to participate innot, and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with any Claim in the defense thereof other same jurisdiction, be liable for the fees and expenses of more than reasonable costs one firm of investigationcounsel for the Indemnified Party (together with appropriate local counsel). No indemnifying party shallThe Indemnified Party shall not, without the prior written consent of the indemnified partyIndemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment or enter into any settlement of such proceedings which that does not include as an unconditional term thereof release of the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release Indemnifying Party from all liability in liabilities with respect to such claim Claim or litigationjudgment or contain any admission of wrongdoing.

Notice of Claims, etc. (a) Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions of this Section 5Sections 5.1 or 5.2, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, immediately give written notice to the latter of the commencement of such action, ; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under indemnity obligations, except to the preceding subdivisions of this Section 5extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in the reasonable judgment of counsel for such indemnified party's reasonable judgment , a conflict of interest between such indemnified and indemnifying party parties may exist in respect of such claimclaim (in which case the indemnified party shall be entitled to retain separate counsel as provided below), the indemnifying party shall be entitled to participate in, in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, notified to the extent that it may wishwish and at any time, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter indemnified party in connection with the defense thereof other than reasonable costs related to the indemnified party's cooperation with the indemnifying party provided, however, that (i) if the indemnifying party fails to assume the defense of investigationsuch claim after a reasonable time the indemnified party may retain counsel to defend such claim and the reasonable fees and expenses of such counsel shall be paid by the indemnifying party, (ii) the indemnified party may, at its own expense, retain separate counsel to participate in such defense, (iii) the indemnified party shall have the right to employ separate counsel at the expense of the indemnifying party and to control its own defense of such action, claim or proceeding if, in the reasonable opinion of counsel to such indemnified party, a material conflict or potential material conflict exists between the indemnified party and the indemnifying party that would make such separate representation advisable, except that in no event shall the indemnifying party be required to pay fees and expenses under this Section 5 for more than one separate firm of attorneys in any one legal action or group of related legal actions. (b) No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent, which consent shall not be unreasonably withheld. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement of such proceedings which that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release from all liability in respect to such claim or litigation.

Notice of Claims, etc. Promptly after receipt by a party seeking indemnification pursuant to this Section 6 (an indemnified "Indemnified Party") of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a "Claim"), the Indemnified Party promptly shall notify the party against whom indemnification pursuant to this Section 6 is being sought (the "Indemnifying Party") of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (x) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (y) the Indemnified Party and the Indemnifying Party shall reasonably have concluded that representation of the Indemnified Party and the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (z) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of any action such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in clauses (x), (y) or proceeding involving a claim referred to in (z) above, the preceding subdivisions of this Section 5fees, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement costs and expenses of such action, provided, however, that legal counsel shall be borne exclusively by the failure of any indemnified party to give notice Indemnified Party. Except as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claimabove, the indemnifying party Indemnifying Party shall be entitled to participate innot, and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with any Claim in the defense thereof other same jurisdiction, be liable for the fees and expenses of more than reasonable costs one firm of investigationcounsel for the Indemnified Party (together with appropriate local counsel). No indemnifying party shallThe Indemnified Party shall not, without the prior written consent of the indemnified partyIndemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment or enter into any settlement of such proceedings which that does not include as an unconditional term thereof release of the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release Indemnifying Party from all liability in liabilities with respect to such claim Claim or litigationjudgment.

Notice of Claims, etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim of the type referred to in the preceding subdivisions foregoing provisions of this Section 56, such indemnified party will, if a claim in respect thereof is to be made against an any indemnifying party, give written notice to the latter each such indemnifying party of the commencement of such action, ; provided, however, that the failure of any indemnified party to give such notice as provided herein shall will not relieve the such indemnifying party of its obligations under the preceding subdivisions of this Section 56, except to the extent that such indemnifying party is materially prejudiced by such failure. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and each indemnifying party may exist in respect of such claim, the indemnifying party shall will be entitled to participate in, in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and (subject to the following sentence) after notice from the an indemnifying party to such indemnified party of its election so to assume the defense thereof, the such indemnifying party shall will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigationthereof. No The indemnified party may participate in such defense at such party’s expense; provided, however, that the indemnifying party shallwill pay such expense if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to a conflict of interest between the indemnified party and any other party represented by such counsel in such proceeding; provided, further, that in no event will the indemnifying party be required to pay the expenses of more than one law firm as counsel for all indemnified parties pursuant to this sentence. If, within 30 days after receipt of the notice, such indemnifying party has not elected to assume the defense of the action, such indemnifying party will be responsible for any legal or other expenses reasonably incurred by such indemnified party in connection with the defense of the action, suit, investigation, inquiry or proceeding. An indemnifying party may, in the defense of any such claim or litigation, consent to the entry of a judgment or enter into a settlement without the consent of the indemnified party only if such judgment or settlement contains a general release of the indemnified party in respect of such claims or litigation and, in the case of the Company as indemnified party, involves only the payment of monetary damages, which such indemnifying party is able to pay. No indemnified party will consent to entry of any judgment or enter into any settlement of such proceedings which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release from all liability in respect to settle such claim or litigationlitigation without the prior written consent of the indemnifying party, which consent will not be unreasonably withheld, delayed or conditioned.

Notice of Claims, etc. Promptly after receipt by a Person seeking indemnification pursuant to this Section 4.6 (an indemnified party “Indemnified Party”) of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a “Claim”), the Indemnified Party promptly shall notify the Person against whom indemnification pursuant to this Section 4.6 is being sought (the“Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of any action or proceeding involving a claim referred to such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding subdivisions of this Section 5sentence, such indemnified party willthe fees, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement costs and expenses of such action, provided, however, that legal counsel shall be borne exclusively by the failure of any indemnified party to give notice Indemnified Party. Except as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claimabove, the indemnifying party Indemnifying Party shall be entitled to participate innot, and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with any Claim in the defense thereof other same jurisdiction, be liable for the fees and expenses of more than reasonable costs one firm of investigationcounsel for the Indemnified Party (together with appropriate local counsel). No indemnifying party shallThe Indemnified Party shall not, without the prior written consent of the indemnified partyIndemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment or enter into any settlement of such proceedings which that does not include as an unconditional term thereof release of the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release Indemnifying Party from all liability in liabilities with respect to such claim Claim or litigationjudgment or contain any admission of wrongdoing.

Notice of Claims, etc. Promptly after receipt by an indemnified party of notice of Any Person entitled to indemnification under the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions provisions of this Section 5, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, SECTION 6 shall (a) give written prompt notice to the latter of the commencement of such action, provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5. In case any such action is brought against an indemnified party, claim with respect to which it seeks indemnification and (b) unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party parties may exist in respect of such claim, the permit such indemnifying party shall be entitled to participate in, and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wishof such claim, with counsel reasonably satisfactory to such the indemnified party; and if such defense is so assumed, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for enter into any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, settlement without the consent of the indemnified partyparty if such settlement attributes liability to the indemnified party and such indemnifying party shall not be subject to any liability for any settlement made without its consent (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any Registration Statement provided for under this Agreement shall so provide. In the event an indemnifying party shall not be entitled, consent or elects not, to entry assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified by such indemnifying party in respect of such claim, unless in the reasonable judgment of any judgment or enter into any settlement of such proceedings which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party a conflict of a complete interest may exist between such indemnified party and unconditional release from all liability any other of such indemnified parties in respect to of such claim claim. Such indemnity shall remain in full force and effect regardless of any investigation made by or litigationon behalf of Rights Holder and shall survive the transfer of such shares by Rights Holder.

Notice of Claims, etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions of this Section 5section 10.4, such indemnified party will, if a claim in respect thereof is to be made against an any indemnifying party, give written notice to the latter of the commencement of such action, provided, however, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 510.4. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party parties may exist in respect of such claim, the indemnifying party shall be entitled to participate in, in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably reasonable satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement of such proceedings which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release from all liability in respect to such claim or litigation.

Notice of Claims, etc. Promptly after receipt by a Person seeking indemnification pursuant to this Section 4.6 (an indemnified party “Indemnified Party”) of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a “Claim”), the Indemnified Party promptly shall notify the Person against whom indemnification pursuant to this Section 4.6 is being sought (the “Indemnifying Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of any action or proceeding involving a claim referred to such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding subdivisions of this Section 5sentence, such indemnified party willthe fees, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement costs and expenses of such action, provided, however, that legal counsel shall be borne exclusively by the failure of any indemnified party to give notice Indemnified Party. Except as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claimabove, the indemnifying party Indemnifying Party shall be entitled to participate innot, and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with any Claim in the defense thereof other same jurisdiction, be liable for the fees and expenses of more than reasonable costs one firm of investigationcounsel for the Indemnified Party (together with appropriate local counsel). No indemnifying party shallThe Indemnified Party shall not, without the prior written consent of the indemnified partyIndemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment or enter into any settlement of such proceedings which that does not include as an unconditional term thereof release of the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release Indemnifying Party from all liability in liabilities with respect to such claim Claim or litigationjudgment or contain any admission of wrongdoing.

Notice of Claims, etc. Promptly after receipt by If any Proceeding shall be brought or asserted against any person entitled to indemnity hereunder (an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions of this Section 5“Indemnified Party”), such indemnified party willIndemnified Party shall promptly notify the person from whom indemnity is sought (the “Indemnifying Party”) in writing, if a claim in respect thereof is to be made against an indemnifying partyand the Indemnifying Party shall assume the defense thereof, give written notice including the employment of counsel reasonably satisfactory to the latter Indemnified Party and the payment of the commencement of such action, all fees and expenses incurred in connection with defense thereof; provided, however, that the failure of any indemnified party Indemnified Party to give such notice as provided herein shall not relieve the indemnifying party Indemnifying Party of its obligations under or liabilities pursuant to this Agreement, except and only to the preceding subdivisions of this Section 5extent that such failure shall have adversely prejudiced the Indemnifying Party. In case An Indemnified Party shall have the right to employ separate counsel in any such action is brought against an indemnified partyProceeding and to participate in the defense thereof, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified but the fees and indemnifying party may exist in respect expenses of such claim, the indemnifying party counsel shall be entitled at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to participate in, pay such fees and expenses or (2) the Indemnifying Party shall have failed promptly to assume the defense thereof, jointly with any other indemnifying party similarly notified, of such Proceeding and to the extent that it may wish, with employ counsel reasonably satisfactory to within a commercially reasonable period of time after having received written notice of such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigationProceeding. No indemnifying party Indemnifying Party shall, without the prior written consent of the indemnified partyIndemnified Party, effect any settlement or compromise of or consent to the entry of a judgment with respect to any pending or threatened Proceeding in respect of which indemnification or contribution may be sought hereunder, unless such settlement, compromise or judgment or enter into any settlement (i) includes an unconditional release of such proceedings which Indemnified Party from all liability on claims that are the subject matter of such Proceeding and (ii) does not include a statement as to, or an unconditional term admission of, fault, culpability or a failure to act, by or on behalf of any Indemnified Party. All fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within ten Trading Days of written notice thereof to the giving by Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder; provided, that the claimant or plaintiff Indemnifying Party may require such Indemnified Party to undertake to reimburse all such indemnified party of a complete fees and unconditional release from all liability in respect expenses to the extent it is finally judicially determined that such claim or litigationIndemnified Party is not entitled to indemnification hereunder).

Notice of Claims, etc. Promptly after receipt by any Person entitled to indemnity under Section 7.1 or 7.2 hereof (an indemnified party “Indemnitee”) of notice of the commencement of any action or proceeding (an “Action”) involving a claim referred to in the preceding subdivisions of this Section 5such Sections, such indemnified party willIndemnitee shall, if a claim in respect thereof indemnification is to be made sought against an indemnifying party, give written notice to the latter such indemnifying party of the commencement of such action, Action; provided, however, that the failure of any indemnified party Indemnitee to give said notice as provided herein shall not relieve the indemnifying party of its obligations under Sections 7.1 or 7.2 hereof, except to the preceding subdivisions of this Section 5extent that the indemnifying party is actually prejudiced by such failure. In case any such action an Action is brought against an indemnified partyany Indemnitee, unless in and such indemnified party's reasonable judgment a conflict of interest between such indemnified and Indemnitee notifies the indemnifying party may exist in respect of such claimthe commencement thereof, the each indemnifying party shall be entitled to participate intherein and, and to the extent it elects to do so by written notice delivered to the Indemnitee promptly after receiving the aforesaid notice, to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, thereof with counsel reasonably satisfactory to such indemnified Indemnitee. Notwithstanding the foregoing, the Indemnitee shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Indemnitee, unless (i) the employment of such counsel shall have been authorized in writing by the indemnifying party, and after notice from (ii) the indemnifying party shall not have employed counsel to take charge of the defense of such Action, reasonably promptly after notice of the commencement thereof or (iii) such Indemnitee reasonably shall have concluded that there may be defenses available to it which are different from or additional to those available to the indemnifying party which, if the indemnifying party and the Indemnitee were to be represented by the same counsel, could result in a conflict of interest for such counsel or materially prejudice the prosecution of the defenses available to such indemnified party Indemnitee. If any of its election so the events specified in clauses (i), (ii) or (iii) of the preceding sentence shall have occurred or otherwise shall be applicable, then the fees and expenses of one counsel (or firm of counsel) for the Indemnitee shall be borne by the indemnifying party. Anything in this Section 7.3 to assume the defense thereofcontrary notwithstanding, the an indemnifying party shall not be liable to such indemnified party for the settlement of any legal action effected without its prior written consent (which consent shall not unreasonably be withheld or other expenses subsequently incurred by the latter in connection delayed), but if settled with the defense thereof other than reasonable costs prior written consent of investigationthe indemnifying party, or if there shall be a final judgment adverse to the Indemnitee, the indemnifying party agrees to indemnify the Indemnitee from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior consent of the indemnified partyIndemnitee, consent to entry of any judgment or enter into any settlement or compromise, with respect to any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnitee is an actual or potential party to such proceedings action or claim), which (i) does not include as an unconditional a term thereof the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release of the Indemnitee from all liability in respect to of such action or claim or litigation(ii) includes a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of the Indemnitee.

Notice of Claims, etc. Promptly after receipt by a party seeking indemnification pursuant to this Section 6 (an indemnified "Indemnified Party") of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a "Claim"), the Indemnified Party promptly shall notify the party against whom indemnification pursuant to this Section 6 is being sought (the "Indemnifying Party") of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (ii) the Indemnified Party and the Indemnifying Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of any action such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in clauses (i), (ii) or proceeding involving a claim referred to in (iii) above, the preceding subdivisions of this Section 5fees, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement costs and expenses of such action, provided, however, that legal counsel shall be borne exclusively by the failure of any indemnified party to give notice Indemnified Party. Except as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claimabove, the indemnifying party Indemnifying Party shall be entitled to participate innot, and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with any Claim in the defense thereof other same jurisdiction, be liable for the fees and expenses of more than reasonable costs one firm of investigationcounsel for the Indemnified Party (together with appropriate local counsel). No indemnifying party shallThe Indemnified Party shall not, without the prior written consent of the indemnified partyIndemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment or enter into any settlement of such proceedings which that does not include as an unconditional term thereof release of the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release Indemnifying Party from all liability in liabilities with respect to such claim Claim or litigationjudgment.

Notice of Claims, etc. Promptly after receipt by an indemnified ---------------------- party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions of this Section 5section 10.7, such indemnified party will, if a claim in respect thereof is to be made against an any indemnifying party, give written notice to the latter of the commencement of such action, provided, however, provided that the failure of any indemnified party to give notice -------- as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 510.7. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party parties may exist in respect of such claim, the indemnifying party shall be entitled to participate in, in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably reasonable satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement of such proceedings which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release from all liability in respect to such claim or litigation.

Notice of Claims, etc. Promptly after receipt by a party seeking indemnification pursuant to this Section 6 (an indemnified "Indemnified Party") of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a "Claim"), the Indemnified Party promptly shall notify the party against whom indemnification pursuant to this Section 6 is being sought (the "Indemnifying Party") of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (x) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (y) the Indemnified Party and the Indemnifying Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, (i) potentially differing interests between such parties in the conduct of the defense of such Claim, or (ii) if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party and which can not be presented by counsel to the Indemnifying Party, or (z) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of any action such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in clauses (x), (y) or proceeding involving a claim referred to in (z) above, the preceding subdivisions of this Section 5fees, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement costs and expenses of such action, provided, however, that legal counsel shall be borne exclusively by the failure of any indemnified party to give notice Indemnified Party. Except as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claimabove, the indemnifying party Indemnifying Party shall be entitled to participate innot, and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with any Claim in the defense thereof other same jurisdiction, be liable for the fees and expenses of more than reasonable costs one firm of investigationcounsel for the Indemnified Party (together with appropriate local counsel). No indemnifying party shallThe Indemnifying Party shall not, without the prior written consent of the indemnified partyIndemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment or enter into any settlement of such proceedings which that does not include as an unconditional term thereof release of the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release Indemnifying Party from all liability in liabilities with respect to such claim Claim or litigationjudgment.

Notice of Claims, etc. Promptly after receipt by a party seeking indemnification pursuant to this Section 6 (an indemnified "Indemnified Party") of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a "Claim"), the Indemnified Party promptly shall notify the party against whom indemnification pursuant to this Section 6 is being sought (the "Indemnifying Party") of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (x) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (y) the Indemnified Party and the Indemnifying Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (z) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of any action such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in clauses (x) , (y) or proceeding involving a claim referred to in (z) above, the preceding subdivisions of this Section 5fees, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement costs and expenses of such action, provided, however, that legal counsel shall be borne exclusively by the failure of any indemnified party to give notice Indemnified Party. Except as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claimabove, the indemnifying party Indemnifying Party shall be entitled to participate innot, and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with any Claim in the defense thereof other same jurisdiction, be liable for the fees and expenses of more than reasonable costs one firm of investigationcounsel for the Indemnified Party (together with appropriate local counsel). No indemnifying party shallThe Indemnifying Party shall not, without the prior written consent of the indemnified partyIndemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment or enter into any settlement of such proceedings which that does not include as an unconditional term thereof release of the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release Indemnifying Party from all liability in liabilities with respect to such claim Claim or litigationjudgment.

Notice of Claims, etc. Promptly after receipt by any Person entitled to indemnity under Section 7.01 or 7.02 hereof (an indemnified party "Indemnitee") of notice of the commencement of any action or proceeding (an "Action") involving a claim referred to in the preceding subdivisions of this Section 5such Sections, such indemnified party willIndemnitee shall, if a claim in respect thereof indemnification is to be made sought against an indemnifying party, give written notice to the latter such indemnifying party of the commencement of such action, Action; provided, however, that the failure of any indemnified party Indemnitee to give said notice as provided herein shall not relieve the indemnifying party of its obligations under Sections 7.01 or 7.02 hereof, except to the preceding subdivisions of this Section 5extent that the indemnifying party is actually prejudiced by such failure. In case any such action an Action is brought against an indemnified partyany Indemnitee, unless in and such indemnified party's reasonable judgment a conflict of interest between such indemnified and Indemnitee notifies the indemnifying party may exist in respect of such claimthe commencement thereof, the each indemnifying party shall be entitled to participate intherein and, and to the extent it elects to do so by written notice delivered to the Indemnitee promptly after receiving the aforesaid notice, to assume the defense thereof, jointly thereof with any other counsel selected by such indemnifying party similarly notified, to the extent that it may wish, with counsel and reasonably satisfactory to such indemnified Indemnitee. Notwithstanding the foregoing, the Indemnitee shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Indemnitee, unless (i) the employment of such counsel shall have been authorized in writing by the indemnifying party, and after notice from (ii) the indemnifying party shall not have employed counsel to take charge of the defense of such Action, reasonably promptly after notice of the commencement thereof or (iii) such Indemnitee reasonably shall have concluded that there may be defenses available to it which are different from or additional to those available to the indemnifying party which, if the indemnifying party and the Indemnitee were to be represented by the same counsel, could result in a conflict of interest for such counsel or materially prejudice the prosecution of the defenses available to such indemnified Indemnitee. If any of the events specified in clauses (i), (ii) or (iii) of the preceding sentence shall have occurred or otherwise shall be applicable, then the fees and expenses of counsel for the Indemnitee shall be borne by the indemnifying party; it being understood, however, that the indemnifying party shall not, in connection with any one such claim or proceeding, or separate but substantially similar or related claims or proceedings arising out of its election so the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all Indemnitees hereunder, or for fees and expenses that are not reasonable. Anything in this Section 7.03 to assume the defense thereofcontrary notwithstanding, the an indemnifying party shall not be liable to such indemnified party for the settlement of any legal action effected without its prior written consent (which consent shall not unreasonably be withheld or other expenses subsequently incurred by the latter in connection delayed), but if settled with the defense thereof other than reasonable costs prior written consent of investigationthe indemnifying party, or if there shall be a final judgment adverse to the Indemnitee, the indemnifying party agrees to indemnify the Indemnitee from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior consent of the indemnified partyIndemnitee (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement or compromise, with respect to any pending or threatened action or claim in respect of which the Indemnitee would be entitled to indemnification or contribution hereunder (whether or not the Indemnitee is an actual party to such proceedings action or claim), which (i) does not include as an unconditional a term thereof the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release of the Indemnitee from all liability in respect to of such action or claim or litigation(ii) includes an admission of fault, culpability or a failure to act by or on behalf of the Indemnitee.

Notice of Claims, etc. Promptly after receipt by an indemnified party any person entitled to indemnity underSection 9(a) or (b) hereof, of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions of this Section 5such sections, such indemnified party willshall, if a claim in respect thereof indemnification is to be made sought against an indemnifying partyparty under this Section 9, give written notice to notify the latter indemnifying party in writing of the commencement of such action, thereof and the indemnifying party shall have the right to participate in and assume the defense thereof with counsel selected by the indemnifying party and reasonably satisfactory to the indemnified party; provided, however, that an indemnified party shall have the right to retain its own counsel, with all fees and expenses thereof to be paid by such indemnified party. The failure to notify an indemnifying party promptly of the commencement of any such action, if and to the extent prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 9, but the omission so to notify the indemnifying party will not relieve it of any liability that it may have to any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations otherwise than under the preceding subdivisions of this Section 59. In case any such action is brought against an indemnified party, unless Anything in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claim, the indemnifying party shall be entitled to participate in, and to assume the defense thereof, jointly with any other indemnifying party similarly notified, this Section 9(c) to the extent that it may wishcontrary notwithstanding, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the an indemnifying party shall not be liable for the settlement of any action effected without its prior written consent (which consent shall not unreasonably be withheld or delayed), but if settled with the prior written consent of the indemnifying party, or if there shall be a final judgment adverse to such the indemnified party, the indemnifying party agrees to indemnify the indemnified party for from and against any legal loss or other expenses subsequently incurred liability by the latter in connection with the defense thereof other than reasonable costs reason of investigationsuch settlement or judgment. No indemnifying party shall, without the prior consent of the indemnified party, consent to entry of any judgment or enter into any settlement or compromise, with respect to any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such proceedings action or claim), which (i) does not include as an unconditional a term thereof the giving by unconditional release of the claimant or plaintiff to such indemnified party of a complete and unconditional release from all liability in respect to of such action or claim or litigation(ii) includes a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of the indemnified party.

Notice of Claims, etc. Promptly after receipt by any Person entitled to indemnity under Section 7.1 or 7.2 hereof (an indemnified party "Indemnitee") of notice of the commencement of any action or proceeding (an "Action") involving a claim referred to in the preceding subdivisions of this Section 5such Sections, such indemnified party willIndemnitee shall, if a claim in respect thereof indemnification is to be made sought against an indemnifying party, give written notice to the latter such indemnifying party of the commencement of such action, Action; provided, however, that the failure of any indemnified party Indemnitee to give said notice as provided herein shall not relieve the indemnifying party of its obligations under Sections 7.1 or 7.2 hereof, except to the preceding subdivisions of this Section 5extent that the indemnifying party is actually and materially prejudiced by such failure. In case any such action an Action is brought against an indemnified partyany Indemnitee, unless in and such indemnified party's reasonable judgment a conflict of interest between such indemnified and Indemnitee notifies the indemnifying party may exist in respect of such claimthe commencement thereof, the indemnifying party shall be entitled to participate intherein and, and to the extent it elects to do so by written notice delivered to the Indemnitee promptly after receiving the aforesaid notice, to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, thereof with counsel reasonably satisfactory to such indemnified Indemnitee. Notwithstanding the foregoing, the Indemnitee shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Indemnitee, unless (i) the employment of such counsel shall have been authorized in writing by the indemnifying party, and after notice from (ii) the indemnifying party shall not have employed counsel (reasonably satisfactory to the Indemnitee) to take charge of the defense of such Action, reasonably promptly after notice of the commencement thereof or (iii) such Indemnitee reasonably shall have concluded that there may be defenses available to it which are different from or additional to those available to the indemnifying party which, if the indemnifying party and the Indemnitee were to be represented by the same counsel, could result in a conflict of interest for such counsel or materially prejudice the prosecution of the defenses available to such indemnified party Indemnitee. If any of its election so the events specified in clauses (i), (ii) or (iii) of the preceding sentence shall have occurred or otherwise shall be applicable, then the fees and expenses of one counsel (or firm of counsel) (in addition to assume any local counsel) for the defense thereofIndemnitee shall be borne by the indemnifying party. Anything in this Section 7.3 to the contrary notwithstanding, the an indemnifying party shall not be liable to such indemnified party for the settlement of any legal action effected without its prior written consent (which consent shall not unreasonably be withheld or other expenses subsequently incurred by the latter in connection delayed), but if settled with the defense thereof other than reasonable costs prior written consent of investigationthe indemnifying party, or if there shall be a final judgment adverse to the Indemnitee, the indemnifying party agrees to indemnify the Indemnitee from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior consent of the indemnified partyIndemnitee, consent to entry of any judgment or enter into any settlement or compromise, with respect to any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnitee is an actual or potential party to such proceedings action or claim), which (i) does not include as an unconditional a term thereof the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release of the Indemnitee from all liability in respect to of such action or claim or litigation(ii) includes a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of the Indemnitee.

Notice of Claims, etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim of the type referred to in the preceding subdivisions foregoing provisions of this Section 5Article 6, such indemnified party will, if a claim in respect thereof is to be made against an any indemnifying party, give written notice to the latter each such indemnifying party of the commencement of such action, ; provided, however, that the failure of any indemnified party to give such notice as provided herein shall will not relieve the such indemnifying party of its obligations under this Article 6, except to the preceding subdivisions of this Section 5extent that such indemnifying party is materially prejudiced by such failure. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and each indemnifying party may exist in respect of such claim, the indemnifying party shall will be entitled to participate in, in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and (subject to the following sentence) after notice from the an indemnifying party to such indemnified party of its election so to assume the defense thereof, the such indemnifying party shall will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigationthereof. No The indemnified party may participate in such defense at such party’s expense; provided, however, that the indemnifying party shallwill pay such expense if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential conflict of interests between the indemnified party and any other party represented by such counsel in such proceeding; provided, further, that in no event will the indemnifying party be required to pay the expenses of more than one law firm as counsel for all indemnified parties pursuant to this sentence. If, within 30 days after receipt of the notice, such indemnifying party has not elected to assume the defense of the action, such indemnifying party will be responsible for any legal or other expenses reasonably incurred by such indemnified party in connection with the defense of the action, suit, investigation, inquiry or proceeding. An indemnifying party may, in the defense of any such claim or litigation, consent to the entry of a judgment or enter into a settlement without the consent of the indemnified partyparty only if such judgment or settlement contains a general release of the indemnified party in respect of such claims or litigation. An indemnified party may, in the defense of any such claim or litigation, consent to the entry of any a judgment or enter into any a settlement without the consent of the indemnifying party only if such judgment or settlement contains a general release of the indemnifying party in respect of such proceedings which claims or litigation and does not include as an unconditional term thereof involve injunctive or similar remedy likely to establish a custom or practice adverse to the giving by continuing business interests of the claimant or plaintiff to such indemnified party of a complete and unconditional release from all liability in respect to such claim or litigationindemnifying party.

Notice of Claims, etc. Promptly after receipt by a party seeking indemnification pursuant to this Section 6 (an indemnified "Indemnified Party") of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a "Claim"), the Indemnified Party promptly shall notify the party against whom indemnification pursuant to this Section 6 is being sought (the "Indemnifying Party") of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (x) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (y) the Indemnified Party and the Indemnifying Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party or (z) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of any action such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in clauses (x), (y) or proceeding involving a claim referred to in (z) above, the preceding subdivisions of this Section 5fees, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement costs and expenses of such action, provided, however, that legal counsel shall be born exclusively by the failure of any indemnified party to give notice Indemnified Party. Except as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claimabove, the indemnifying party Indemnifying Party shall be entitled to participate innot, and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with any Claim in the defense thereof other same jurisdiction, be liable for the fees and expenses of more than reasonable costs one firm of investigationcounsel for the Indemnified Party (together with appropriate local counsel). No indemnifying party shallThe Indemnified Party shall not, without the prior written consent of the indemnified partyIndemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment or enter into any settlement of such proceedings which that does not include as an unconditional term thereof release of the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release Indemnifying Party from all liability in liabilities with respect to such claim Claim or litigationjudgment.

Notice of Claims, etc. Promptly after receipt by an indemnified party If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Person in respect of notice which indemnity may be sought pursuant to paragraph (a) or (b) above, such Person (the “Indemnified Party”), shall promptly notify the Person against whom such indemnity may be sought (the “Indemnifying Party”) in writing of the commencement of thereof (but the failure to so notify an Indemnifying Party shall not relieve it from any action or proceeding involving a claim referred to in the preceding subdivisions of liability which it may have under this Section 57, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice except to the latter extent the Indemnifying Party is materially prejudiced by the failure to give notice), and the Indemnifying Party, upon request of the Indemnified Party(ies), shall retain a single counsel (and a single local counsel) reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party(ies) may reasonably designate in such suit, action, proceeding, claim or demand and shall pay the reasonable fees and expenses actually incurred by such counsel related to such proceeding. Notwithstanding the foregoing, in any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party, unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed in writing to the contrary, (ii) the Indemnifying Party failed within a reasonable time after notice of commencement of the action to assume the defense and employ counsel reasonably satisfactory to the Indemnified Party, or (iii) the named parties to any such actionaction (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, providedor any Affiliate of the Indemnifying Party, and such Indemnified Party shall have been reasonably advised by counsel that either (x) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party or such Affiliate of the Indemnifying Party or (y) a conflict may exist between such Indemnified Party and the Indemnifying Party or such Affiliate of the Indemnifying Party (in which case the Indemnifying Party shall not have the right to assume nor direct the defense of such action on behalf of such Indemnified Party, it being understood, however, that the failure Indemnifying Party shall not, in connection with any one such action or separate but substantially similar or related actions arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5. In case local counsel), for all such Indemnified Parties, and any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claimseparate firm for the Indemnifying Party, the indemnifying party directors, the officers and such control Persons of the Indemnified Party as shall be entitled to participate in, and to assume designated in writing by the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party Indemnifying Party). The Indemnifying Party shall not be liable to such indemnified party for any legal settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or other expenses subsequently incurred if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify any Indemnified Party from and against any loss or liability by the latter in connection with the defense thereof other than reasonable costs reason of investigationsuch settlement or judgment. No indemnifying party Indemnifying Party shall, without the prior written consent of the indemnified partyIndemnified Party, consent to entry of any judgment or enter into effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such proceedings which Indemnified Party, unless such settlement (i) includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an unconditional term thereof admission of, fault culpability or a failure to act by or on behalf of the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release from all liability in respect to such claim or litigationIndemnified Party.

Notice of Claims, etc. Promptly after receipt by a party seeking indemnification pursuant to this Section 6 (an indemnified "Indemnified Party") of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a "Claim"), the Indemnified Party promptly shall notify the party against whom indemnification pursuant to this Section 6 is being sought (the "Indemnifying Party") of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim at the reasonable cost and expense of the Indemnifying Party if the Indemnified Party and the Indemnifying Party shall reasonably have concluded that representation of the Indemnified Party and the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions of this Section 5, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided, however, that the failure of any indemnified party to give notice Claim. Except as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claimabove, the indemnifying party Indemnifying Party shall be entitled to participate innot, and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with any Claim in the defense thereof other same jurisdiction, be liable for the fees and expenses of more than reasonable costs one firm of investigationcounsel for the Indemnified Party (together with appropriate local counsel). No indemnifying party shallThe Indemnifying Party shall not, without the prior written consent of the indemnified partyIndemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment or enter into any settlement of such proceedings which that does not include as an unconditional term thereof release of the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release Indemnifying Party from all liability in liabilities with respect to such claim Claim or litigationjudgment.

Notice of Claims, etc. Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding involving with respect to which a claim referred for indemnification may be made pursuant to in the preceding subdivisions of this Section 5, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, ; provided, however, that the failure of any the indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5, except to the extent the indemnifying party is actually prejudiced by such failure. In case any such action is brought against an indemnified party, unless in the written opinion of such indemnified party's reasonable judgment counsel a conflict of interest between such indemnified party and indemnifying party parties may exist in respect of such claim, the indemnifying party shall will be entitled to participate in, in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent of the indemnified party, will consent to entry of any judgment or enter into any settlement of such proceedings which does not include as an unconditional term thereof thereof, the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release from all liability in respect to such claim or litigation.

Notice of Claims, etc. Promptly after receipt by an indemnified Each party of notice of the commencement of any action or proceeding involving a claim referred entitled to in the preceding subdivisions of indemnification --------------------- under this Section 5, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, 6 (the "Indemnified Party") shall give written notice to the latter party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought (provided that the commencement delay or failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any obligation or liability except to the extent that the Indemnifying Party has been actually prejudiced by such delay or failure), and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party, who shall conduct the defense of such actionclaim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, provided, howeverfurther, that the failure of any indemnified party Indemnified Party to give notice as provided herein shall not relieve the indemnifying party Indemnifying Party of its obligations under the preceding subdivisions of this Section 56. In case The Indemnified Party may participate in such defense at such party's expense; provided, however, that the Indemnifying Party shall pay such expense if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claim, the indemnifying party shall be entitled to participate in, and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal claim or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party litigation shall, without except with the consent of the indemnified partyeach Indemnified Party, consent to entry of any judgment or enter into any settlement of such proceedings which that does not include as an unconditional a term thereof the giving by the claimant or plaintiff to such indemnified party Indemnified Party of a complete and unconditional general release from all liability in respect to of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party.

Notice of Claims, etc. Promptly after receipt by any Person entitled to indemnity under Section 6.1 or Section 6.2 (an indemnified party “Indemnitee”) of notice of the commencement of any action or proceeding (an “Action”) involving a claim referred to in the preceding subdivisions of this Section 5such Sections, such indemnified party willIndemnitee shall, if a claim in respect thereof indemnification is to be made sought against an indemnifying party, give written notice to the latter such indemnifying party of the commencement of such action, Action; provided, however, that the failure of any indemnified party Indemnitee to give said notice as provided herein shall not relieve the indemnifying party of its obligations under Section 6.1 or Section 6.2, except to the preceding subdivisions of this Section 5extent that the indemnifying party is actually prejudiced by such failure. In case any such action an Action is brought against an indemnified partyany Indemnitee, unless in and such indemnified party's reasonable judgment a conflict of interest between such indemnified and Indemnitee notifies the indemnifying party may exist in respect of such claimthe commencement thereof, the each indemnifying party shall be entitled to participate intherein and, and to the extent it elects to do so by written notice delivered to the Indemnitee reasonably promptly after receiving the aforesaid notice, to assume the defense thereof, jointly thereof with any other counsel selected by such indemnifying party similarly notified, to the extent that it may wish, with counsel and reasonably satisfactory to such indemnified partyIndemnitee; provided, however, that the Company in any event shall have the right to, as the case may be, retain or assume control of the defense of any Action brought against the Company. Notwithstanding the foregoing, the Indemnitee shall have the right to employ its own counsel in any such case, but the fees and after notice from expenses of such counsel shall be at the expense of such Indemnitee, unless (i) the indemnifying party shall not have employed counsel to take charge of the defense of such Action, reasonably promptly after notice of the commencement thereof or (ii) such Indemnitee reasonably shall have concluded that there may be defenses available to it that are different from or additional to those available to the indemnifying party that, if the indemnifying party and the Indemnitee were to be represented by the same counsel, could result in a conflict of interest for such counsel or materially prejudice the prosecution of the defenses available to such indemnified Indemnitee. If any of the events specified in clauses (i) or (ii) of the preceding sentence shall have occurred or otherwise shall be applicable, then the fees and expenses of counsel for the Indemnitee shall be borne by the indemnifying party; it being understood, however, that the indemnifying party shall not, in connection with any one such claim or proceeding, or separate but substantially similar or related claims or proceedings arising out of its election so the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all Indemnitees hereunder, or for fees and expenses that are not reasonable. Anything in this Section 6.3 to assume the defense thereofcontrary notwithstanding, the an indemnifying party shall not be liable to such indemnified party for the settlement of any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigationaction effected without its prior written consent. No indemnifying party shall, without the prior written consent of the indemnified partyIndemnitee (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement or compromise, with respect to any pending or threatened action or claim in respect of which the Indemnitee would be entitled to indemnification or contribution hereunder (whether or not the Indemnitee is an actual party to such proceedings action or claim), which (i) does not include as an unconditional a term thereof the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release of the Indemnitee from all liability in respect to of such action or claim or litigation(ii) includes an admission of fault, culpability or a failure to act by or on behalf of the Indemnitee.

Notice of Claims, etc. Promptly after receipt by an indemnified party under this Section 4 of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions of this Section 5(including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against an any indemni­fying party under this Section 4, deliver to the indemnifying party, give party a written notice to the latter of the commencement of such action, provided, however, that thereof and the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claim, the indemnifying indemni­fying party shall be entitled have the right to participate in, and and, to assume the defense thereofextent the indemnifying party so desires, jointly with any other indemnifying party similarly notifiednoticed, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofthereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right, at its own expense, to retain its own counsel if representation of such indemnified party by the counsel retained by the indemnifying party shall not would be liable inappropri­ate due to actual or potential differing interests between such indemnified party for and any legal or other expenses subsequently incurred party represented by such counsel in such proceeding. The failure to deliver written notice to the latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent within a reasonable time of the indemnified party, consent to entry commencement of any judgment or enter into such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any settlement liability to the indemnified party under this Section 4 to the extent of such proceedings which does prejudice or damage arising from such prejudice but the omission so to deliver written notice to the indemnifying party will not include as an unconditional term thereof the giving by the claimant or plaintiff relieve it of any liability that it may have to such any indemnified party of a complete and unconditional release from all liability in respect to such claim or litigationotherwise than under this Section 4.

Notice of Claims, etc. Promptly after receipt by a party seeking indemnification pursuant to this Section 6 (an indemnified "Indemnified Party") of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a "Claim"), the Indemnified Party promptly shall notify the party against whom indemnification pursuant to this Section 6 is being sought (the "Indemnifying Party") of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (x) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (y) the Indemnified Party and the Indemnifying Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, (i) potentially differing interests between such parties in the conduct of the defense of such Claim, or (ii) if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party and which can not be presented by counsel to the Indemnifying Party, or (z) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of any action such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in clauses (x), (y) or proceeding involving a claim referred to in (z) above, the preceding subdivisions of this Section 5fees, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement costs and expenses of such action, provided, however, that legal counsel shall be borne exclusively by the failure of any indemnified party to give notice Indemnified Party. Except as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claimabove, the indemnifying party Indemnifying Party shall be entitled to participate innot, and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with any Claim in the defense thereof other same jurisdiction, be liable for the fees and expenses of more than reasonable costs one firm of investigationcounsel for the Indemnified Party (together with appropriate local counsel). No indemnifying party shallThe Indemnifying Party shall not, without the prior written consent of the indemnified partyIndemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment or enter into any settlement of such proceedings which that does not include as an unconditional term thereof release of the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release Indemnifying Party from all liability in liabilities with respect to such claim Claim or litigationjudgment.

Notice of Claims, etc. Promptly after receipt by a party seeking indemnification pursuant to this Section 6 (an indemnified "Indemnified Party") of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a "Claim"), the Indemnified Party promptly shall notify the party of notice against whom indemnification pursuant to this Section 6 is being sought (the "Indemnifying Party") of the commencement of any action or proceeding involving a claim referred thereof; but the omission to in so notify the preceding subdivisions of this Section 5, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided, however, that the failure of any indemnified party to give notice as provided herein Indemnifying Party shall not relieve it from any liability that it otherwise may have to the indemnifying party Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of its obligations under the preceding subdivisions of this Section 5such failure. In case connection with any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified Claim as to which both the Indemnifying Party and indemnifying party may exist in respect of such claimthe Indemnified Party are parties, the indemnifying party Indemnifying Party shall be entitled to participate in, and to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, jointly with any other indemnifying party similarly notifiedthe Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement of such proceedings which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release from all liability in respect to such claim or litigation./s/ AW /s/ RJ -------- -------- Initials Initials

Notice of Claims, etc. Promptly after receipt by an indemnified party Indemnified --------------------- Party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions of this Section 52.6(a) or Section 2.6(b), such indemnified party Indemnified Party -------------- -------------- will, if a claim in respect thereof is to be made against an indemnifying partyIndemnifying Party pursuant to such paragraphs, give written notice to the latter of the commencement of such action, provided, however, provided that the failure of any indemnified party Indemnified Party -------- to give notice as provided herein shall will not relieve the indemnifying party Indemnifying Party of its obligations under the preceding subdivisions paragraphs of this Section 52.6, except to the ----------- extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified partyIndemnified Party, the Indemnifying Party will be entitled to participate in and, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified Indemnified Party and indemnifying party may exist in any Indemnifying Party exists with respect of to such claim, the indemnifying party shall be entitled to participate in, and to assume the defense thereof, jointly with any other indemnifying party Indemnifying Party similarly notified, notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified partyIndemnified Party, and after notice from the indemnifying party Indemnifying Party to such indemnified party Indemnified Party of its election so to assume the defense thereof, the indemnifying party shall Indemnifying Party will not be liable to such indemnified party Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation; provided that the Indemnified Party may participate in such -------- defense at the Indemnified Party's expense; and provided further that the -------- ------- Indemnified Party or Indemnified Parties will have the right to employ one counsel to represent it or them if they have legal defenses which are different from or in addition to those available to the Indemnifying Party, and in that event the reasonable fees and expenses of such one counsel will be paid by the Indemnifying Party. If the Indemnifying Party is not entitled to, or elects not to, assume the defense of the claim, it will not be obligated to pay the fees and expenses of more than one counsel for the Indemnified Parties with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other Indemnified Parties with respect to such claim, in which event the Indemnifying Party will be obligated to pay the fees and expenses of such additional counsel for the Indemnified Parties. No indemnifying party shall, without the consent of the indemnified party, Indemnifying Party will consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party, unless only money damages are involved, and in any event such proceedings consent will not be unreasonably withheld. No Indemnifying Party will be subject to any liability for any settlement made without its consent, which does consent will not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release from all liability in respect to such claim or litigationbe unreasonably withheld.

Notice of Claims, etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions of this Section 52.6, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided, however, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 52.6 except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party parties may exist in respect of such claim, the indemnifying party shall be entitled to participate in, and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement of such proceedings which that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release from all liability in respect to such claim or litigation.

Notice of Claims, etc. Promptly after receipt by an indemnified party In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of notice of the commencement of any action or proceeding involving a claim referred which indemnity may be sought pursuant to in the preceding subdivisions of this Section 5, such person (hereinafter called the "indemnified party will, if a claim party") shall promptly notify the person against whom such indemnity may be sought (hereinafter called the "indemnifying party") in respect thereof is to be made against an writing and the indemnifying party, give written notice to the latter upon request of the commencement of such action, provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claim, the indemnifying party shall be entitled to participate in, and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with retain counsel reasonably satisfactory to such the indemnified party, party to represent the indemnified party and after notice from any other party the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of its election so such counsel or (ii) the named parties to assume any such proceeding (including any impleaded parties) include both the defense thereof, indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent of the indemnified party, consent to entry settlement of any proceeding effected without its written consent, but if settled with such consent or if there is a final judgment or enter into any settlement of such proceedings which does not include as an unconditional term thereof for the giving by plaintiff, the claimant or plaintiff to such indemnified party of a complete and unconditional release from all liability in respect to such claim or litigation.indemnifying party

Notice of Claims, etc. Promptly after receipt by an indemnified party of notice of the commencement of any action action, proceeding, investigation or proceeding threat involving a claim referred to in the preceding subdivisions of this Section 58(a) or 8(b), such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, providedproceeding, however, investigation or threat; PROVIDED that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 58 except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist parties exists in respect of such claim, the indemnifying party shall be entitled to participate in, in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election elections so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, consent to entry of any judgment or enter into any settlement of such proceedings which that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release from all liability in respect to such claim or litigation.

Notice of Claims, etc. Promptly after receipt by an indemnified party Upon obtaining knowledge of notice of the commencement of any action facts causing it to believe that it has or proceeding involving will have a claim referred to in for indemnification against the preceding subdivisions of other party under this Section 5, Agreement such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, the Indemnified Party shall promptly give the other party (the "Indemnifying Party") written notice to the latter of the commencement of such action, provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claim. The Indemnifying Party shall have thirty (30) days from the receipt of such notice (the "Defense Notice Period") to notify the Indemnified Party whether or not it desires to defend the Indemnified Party against such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the indemnifying party shall be entitled to participate in, and to assume Indemnifying Party. In the defense thereof, jointly with any other indemnifying party similarly notified, to event that the extent Indemnifying Party notifies the Indemnified Party during the Defense Notice Period that it may wishdesires to defend the Indemnified Party against such claim or demand then, with except as hereinafter provided, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings using legal counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume Indemnified Party. Notwithstanding the defense thereofforegoing, the indemnifying party Indemnifying Party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shallnot, without the prior written consent of the indemnified partyIndemnified Party, consent settle, compromise or offer to entry of settle or compromise any judgment or enter into any settlement of such proceedings which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release from all liability in respect to such claim or litigationdemand on a basis that would result in the imposition of a consent order, injunction, decree or agreement that would restrict or affect the future activity or conduct of the Indemnified Party. The Indemnified Party may participate in, but not control, any such defense or settlement at its sole cost and expense.

Notice of Claims, etc. Promptly after receipt by an indemnified Each party of notice of the commencement of any action or proceeding involving a claim referred entitled to in the preceding subdivisions of indemnification under this Section 5, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, 6 (the "Indemnified Party") shall give written notice to the latter party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the commencement Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; PROVIDED, that counsel for the Indemnifying Party, who shall conduct the defense of such actionclaim or litigation, providedshall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld); and, howeverPROVIDED, FURTHER, that the failure of any indemnified party Indemnified Party to give notice as provided herein shall not relieve the indemnifying party Indemnifying Party of its obligations under the preceding subdivisions of this Section 56. In case The Indemnified Party may participate in such defense at such party's expense; PROVIDED, HOWEVER, that the Indemnifying Party shall pay such expense if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claim, the indemnifying party shall be entitled to participate in, and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal claim or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party litigation shall, without except with the consent of the indemnified partyeach Indemnified Party, consent to entry of any judgment or enter into any settlement of such proceedings which that does not include as an unconditional a term thereof the giving by the claimant or plaintiff to such indemnified party Indemnified Party of a complete and unconditional general release from all liability in respect to of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party.

Notice of Claims, etc. Promptly after receipt by a party seeking --------------------- indemnification pursuant to this Section 6 (an indemnified "Indemnified Party") of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a "Claim"), the Indemnified Party promptly shall notify the party against whom indemnification pursuant to this Section 6 is being sought (the "Indemnifying Party") of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (x) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (y) the Indemnified Party and the Indemnifying Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (z) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of any action such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in clauses (x), (y) or proceeding involving a claim referred to in (z) above, the preceding subdivisions of this Section 5fees, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement costs and expenses of such action, provided, however, that legal counsel shall be borne exclusively by the failure of any indemnified party to give notice Indemnified Party. Except as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claimabove, the indemnifying party Indemnifying Party shall be entitled to participate innot, and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with any Claim in the defense thereof other same jurisdiction, be liable for the fees and expenses of more than reasonable costs one firm of investigationcounsel for the Indemnified Party (together with appropriate local counsel). No indemnifying party shallThe Indemnified Party shall not, without the prior written consent of the indemnified partyIndemnifying Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment or enter into any settlement of such proceedings which that does not include as an unconditional term thereof release of the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release Indemnifying Party from all liability in liabilities with respect to such claim Claim or litigationjudgment.

Notice of Claims, etc. Promptly after receipt by an indemnified party of notice In the event that any of the commencement of indemnified parties under Section 3(d)(i) or 3(d)(ii) (each, an "Indemnified Party") is made a defendant in or party to any action or proceeding, judicial or administrative, instituted by any third party for the liability or the costs or expenses of which are Losses (any such third party action or proceeding involving a claim being referred to in as a "Claim"), the preceding subdivisions of this Section 5, Indemnified Party shall give the party hereto obligated to indemnify such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written Indemnified Party (the "Indemnifying Party") prompt notice to the latter of the commencement of such action, provided, however, that the thereof. The failure of any indemnified party to give such notice as provided herein shall not relieve affect any Indemnified Party's ability to seek reimbursement unless such failure has materially and adversely affected the indemnifying party of its obligations under the preceding subdivisions of this Section 5Indemnifying Party's ability to defend successfully a Claim. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claim, the indemnifying party The Indemnifying Party shall be entitled to participate incontest and defend such Claim; provided, that the Indemnifying Party (i) has a reasonable basis for concluding that such defense may be successful and (ii) diligently contests and defends such Claim. Notice of the intention so to contest and defend shall be given by the Indemnifying Party to the Indemnified Party within twenty (20) business days after the Indemnified Party's notice of such Claim (but, in all events, at least five (5) business days prior to the date that an answer to such Claim is due to be filed). Such contest and defense shall be conducted by reputable attorneys employed by the Indemnifying Party. The Indemnified Party shall be entitled at any time, at its own cost and expense (which expense shall not constitute a Loss unless (i) the Indemnified Party reasonably determines that the Indemnifying Party is not adequately representing or, because of a conflict of interest, may not adequately represent, any interests of the Indemnified Parties, or (ii) the Indemnified Party has available to it reasonable defenses which are different from or additional to those available to the Indemnifying Party, and to assume the defense thereof, jointly with any other indemnifying party similarly notified, only to the extent that it may wishsuch expenses are reasonable), with counsel reasonably satisfactory to participate in such indemnified party, contest and after notice from the indemnifying party defense and to such indemnified party be represented by attorneys of its election so or their own choosing. If the Indemnified Party elects to assume the defense thereofparticipate in such defense, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection Indemnified Party will cooperate with the defense thereof other than reasonable costs Indemnifying Party in the conduct of investigationsuch defense. No indemnifying party shallNeither the Indemnified Party nor the Indemnifying Party may concede, settle or compromise any Claim without the consent of the indemnified other party, consent which consents will not be unreasonably withheld. Notwithstanding the foregoing, (i) if a Claim seeks the issuance of an injunction, the specific performance of an obligation or similar remedy or (ii) if the subject matter of a Claim relates to entry the ongoing business of the Indemnified Party, which Claim, if decided against the Indemnified Party, would materially adversely affect the ongoing business or reputation of the Indemnified Party, then, in each such case, the Indemnified Party alone shall be entitled to contest, defend and settle such Claim in the first instance and, if the Indemnified Party does not contest, defend or settle such Claim, the Indemnifying Party shall then have the right to contest and defend (but not settle) such Claim. Subject to the foregoing limitations, each Indemnifying Party shall reimburse each Indemnified Party for all legal or other reasonable expenses incurred by such Indemnified Party in connection with the investigation or defense of any judgment such action or enter into any settlement of claim as such proceedings which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release from all liability in respect to such claim or litigationexpenses are incurred.

Notice of Claims, etc. Promptly after receipt by an indemnified party In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of notice of the commencement of any action or proceeding involving a claim referred which indemnity may be sought pursuant to in the preceding subdivisions of this Section 5, such person (hereinafter called the "indemnified party will, if a claim party") shall promptly notify the person against whom such indemnity may be sought (hereinafter called the "indemnifying party") in respect thereof is to be made against an writing and the indemnifying party, give written notice to the latter upon request of the commencement of such action, provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claim, the indemnifying party shall be entitled to participate in, and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with retain counsel reasonably satisfactory to such the indemnified party, party to represent the indemnified party and after notice from any other party the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of its election so such counsel or (ii) the named parties to assume any such proceeding (including any impleaded parties) include both the defense thereof, indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for the settlement of any proceeding effected without its written consent, but if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to such indemnify the indemnified party for from and against any legal loss or other expenses subsequently incurred liability by the latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement reason of such proceedings which does not include as an unconditional term thereof the giving by the claimant settlement or plaintiff to such indemnified party of a complete and unconditional release from all liability in respect to such claim or litigationjudgment.

Notice of Claims, etc. Promptly after receipt by a party seeking indemnification pursuant to this Section 7 (an indemnified "Indemnified Party") of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a "Claim"), the Indemnified Party promptly shall notify the party against whom indemnification pursuant to this Section 7 is being sought (the "Indemnifying Party") of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (x) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (y) the Indemnified Party shall reasonably have concluded that (i) representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or (ii) there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (z) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of any action such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in clauses (x), (y) or proceeding involving a claim referred to in (z) above, the preceding subdivisions of this Section 5fees, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement costs and expenses of such action, provided, however, that legal counsel shall be borne exclusively by the failure of any indemnified party to give notice Indemnified Party. Except as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claimabove, the indemnifying party Indemnifying Party shall be entitled to participate innot, and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with any Claim in the defense thereof other same jurisdiction, be liable for the fees and expenses of more than reasonable costs one firm of investigationcounsel for the Indemnified Party (together with appropriate local counsel). No indemnifying party shallThe Indemnifying Party shall not, without the prior written consent of the indemnified partyIndemnified Party, settle or compromise any Claim or consent to the entry of any judgment or enter into any settlement of such proceedings which that (A) does not include as an unconditional term thereof release of the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release Indemnified Party from all liability in liabilities with respect to such claim Claim or litigationjudgment, (B) includes or will result in a finding or admission of any violation of any applicable law or statute or a violation of the rights of any Person; or (C) provides relief other than monetary damages that are paid in full by the Indemnifying Party, in which cases, the Indemnified Party shall have sole discretion as to whether to consent to the compromise or settlement.

Notice of Claims, etc. Promptly after receipt by a party seeking indemnification pursuant to this Section 6 (an indemnified "Indemnified Party") of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a "Claim"), the Indemnified Party promptly shall notify the party of notice against whom indemnification pursuant to this Section 6 is being sought (the "Indemnifying Party") of the commencement of any action or proceeding involving a claim referred thereof; but the omission to in so notify the preceding subdivisions of this Section 5, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided, however, that the failure of any indemnified party to give notice as provided herein Indemnifying Party shall not relieve it from any liability that it otherwise may have to the indemnifying party Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of its obligations under the preceding subdivisions of this Section 5such failure. In case connection with any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified Claim as to which both the Indemnifying Party and indemnifying party may exist in respect of such claimthe Indemnified Party are parties, the indemnifying party Indemnifying Party shall be entitled to participate in, and to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, jointly with any other indemnifying party similarly notified, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the extent that it may wish, with counsel reasonably satisfactory to defense of such indemnified partyClaim, and after notice from the indemnifying party to such indemnified party Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement of such proceedings which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release from all liability in respect to such claim or litigation.such