Common use of NOTICE; OPPORTUNITY TO DEFEND AND EXPENSES Clause in Contracts

NOTICE; OPPORTUNITY TO DEFEND AND EXPENSES. (a) Promptly after receipt by any Covered Person from any third party of notice of any demand, claim or circumstance that, immediately or with the lapse of time, would reasonably be expected to give rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "Asserted Liability") that could reasonably be expected to result in any Losses with respect to which the Covered Person might be entitled to indemnification from the LLC under Section 10.4, the Covered Person shall give written notice thereof (the "Claims Notice") to the Management Committee and the Manager Member; PROVIDED, HOWEVER, that a failure to give such notice shall not prejudice the Covered Person's right to indemnification hereunder except to the extent that the LLC, a Controlled Affiliate thereof or the Manager Member is actually prejudiced thereby. The Claims Notice shall describe the Asserted Liability in such reasonable detail as is practicable under the circumstances, and shall, to the extent practicable under the circumstances, indicate the amount (estimated, if necessary) of the Loss that has been or may be suffered by the Covered Person. (b) The LLC may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; PROVIDED, HOWEVER, that if the named parties to any action or proceeding include (or could reasonably be expected to include) both the LLC (or a Controlled Affiliate thereof) and a Covered Person, or more than one Covered Persons, and the LLC is advised by counsel that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the Covered Person may engage separate counsel at the expense of the LLC. If the LLC elects to compromise or defend such Asserted Liability, it shall within twenty (20) business days (or sooner, if the nature of the Asserted Liability so requires) notify the Covered Person of its intent to do so, and the Covered Person shall cooperate, at the expense of the LLC, in the compromise of, or defense against, such Asserted Liability. If the LLC elects not to compromise or defend the Asserted Liability, fails to notify the Covered Person of its election as herein provided, contests its obligation to provide indemnification under this Agreement, or fails to make or ceases making a good faith and diligent defense, the Covered Person may pay, compromise or defend such Asserted Liability all at the expense of the Covered Person (in accordance with the provisions of Section 10.5(c) below). Except as set forth in the preceding sentence, neither the LLC nor the Covered Person may settle or compromise any claim over the objection of the LLC or the Manager Member; PROVIDED, HOWEVER, that consent to settlement or compromise shall not be unreasonably withheld. In any event, the LLC and the Covered Person may participate at their own expense, in the defense of such Asserted Liability. The Covered Person shall in any event make available to the LLC any books, records or other documents within its control that are necessary or appropriate for such defense, all at the expense of the LLC. (c) If the LLC elects not to compromise or defend an Asserted Liability, fails to notify the Covered Person of its election as above provided or fails to defend the Asserted Liability diligently and in good faith, then, to the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any Asserted Liability, shall, from time to time, be advanced by the LLC prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the LLC of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in Section 10.4 hereof. The LLC may, if the Manager Member deems it appropriate, require any Covered Person for whom expenses are advanced to deliver adequate security to the LLC for his or her obligation to repay such indemnification.

NOTICE; OPPORTUNITY TO DEFEND AND EXPENSES. (a) Promptly after receipt by any Covered Person from any third party of notice of any demand, claim or circumstance that, immediately or with the lapse of time, would reasonably be expected to give rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "“Asserted Liability"”) that could reasonably be expected to result in any Losses loss, damage or claim with respect to which the Covered Person might be entitled to indemnification from the LLC Partnership under Section 10.49.4, the Covered Person shall give written notice thereof (the "“Claims Notice"”) to the Management Committee and the Manager MemberPartnership; PROVIDEDprovided, HOWEVERhowever, that a failure to give such notice shall not prejudice the Covered Person's ’s right to indemnification hereunder except to the extent that the LLC, a Controlled Affiliate thereof or the Manager Member Partnership is actually prejudiced thereby. The Claims Notice shall describe the Asserted Liability in such reasonable detail as is practicable under the circumstances, and shall, to the extent practicable under the circumstances, indicate the amount (estimated, if necessary) of the Loss loss or damage that has been or may be suffered by the Covered Person. (b) The LLC Partnership may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; PROVIDEDprovided, HOWEVERhowever, that if the named parties to any action or proceeding include (or could reasonably be expected to include) both the LLC (or a Controlled Affiliate thereof) Partnership and a Covered Person, or more than one Covered Persons, and the LLC Partnership is advised by counsel that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the Covered Person may engage separate counsel at the expense of the LLCPartnership. If the LLC Partnership elects to compromise or defend such Asserted Liability, it shall within twenty (20) business days (or sooner, if the nature of the Asserted Liability so requires) notify the Covered Person of its intent to do so, and the Covered Person shall cooperate, at the expense of the LLCPartnership, in the compromise of, or defense against, such Asserted Liability. If the LLC Partnership elects not to compromise or defend the Asserted Liability, fails to notify the Covered Person of its election as herein provided, contests its obligation to provide indemnification under this Agreement, or fails to make or ceases making a good faith and diligent defense, the Covered Person may pay, compromise or defend such Asserted Liability all at the expense of the Covered Person (in accordance with the provisions of Section 10.5(c) below)Person. Except as set forth in the preceding sentence, neither the LLC Partnership nor the Covered Person may settle or compromise any claim over the objection of the LLC or the Manager Memberother; PROVIDEDprovided, HOWEVERhowever, that consent to settlement or compromise shall not be unreasonably withheld. In any event, the LLC Partnership and the Covered Person may participate at their own expense, in the defense of such Asserted Liability. The If the Covered Person chooses to participate in the defense of any claim, the Covered Person shall in any event make available to the LLC Partnership any books, records or other documents within its control that are necessary or appropriate for such defense, all at the expense of the LLCPartnership. (c) If the LLC Partnership elects not to compromise or defend an Asserted Liability, or fails to notify the Covered Person of its election as above provided or fails to defend the Asserted Liability diligently and in good faithprovided, then, to the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any Asserted Liability, shall, from time to time, be advanced by the LLC Partnership prior to the final disposition of such claim, demand, action, suit or proceeding upon satisfaction of any conditions required by applicable law and receipt by the LLC Partnership of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in Section 10.4 hereof9.4. The LLC Partnership may, if the Manager Member General Partner deems it appropriate, require any Covered Person for whom expenses are advanced advanced, to deliver adequate security to the LLC Partnership for his or her obligation to repay such indemnification.

NOTICE; OPPORTUNITY TO DEFEND AND EXPENSES. (a) Promptly after receipt by any Covered Person from any third party of notice of any demand, claim or circumstance that, immediately or with the lapse of time, would reasonably be expected to give rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "“Asserted Liability"”) that could would reasonably be expected to result in any Losses with respect to which the Covered Person might be entitled to indemnification from the LLC Partnership under Section 10.49.4, the Covered Person shall give written notice thereof (the "“Claims Notice"”) to the Management Committee and the Manager MemberGeneral Partner; PROVIDEDprovided, HOWEVERhowever, that a failure to give such notice shall not prejudice the Covered Person's ’s right to indemnification hereunder except to the extent that the LLCPartnership, a Controlled Affiliate thereof or the Manager Member General Partner is actually prejudiced thereby. The Claims Notice shall describe the Asserted Liability in such reasonable detail as is practicable under the circumstances, and shall, to the extent practicable under the circumstances, indicate the amount (estimated, if necessary) of the Loss that has been or may be suffered by the Covered Person. (b) The LLC Partnership may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; PROVIDEDprovided, HOWEVERhowever, that if the named parties to any action or proceeding include (or could reasonably be expected to include) both the LLC Partnership (or a its Controlled Affiliate thereofAffiliates) and a Covered Person, or more than one Covered Persons, and the LLC Partnership is advised by counsel for any such Covered Person that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the Covered Person may engage separate counsel at the expense of the LLCPartnership. If the LLC Partnership elects to compromise or defend such Asserted Liability, it shall within twenty (20) business days Business Days (or sooner, if the nature of the Asserted Liability so requires) notify the Covered Person of its intent to do so, and the Covered Person shall cooperate, at the expense of the LLCPartnership, in the compromise of, or defense against, such Asserted Liability. If the LLC Partnership elects not to compromise or defend the Asserted Liability, fails to notify the Covered Person of its election as herein provided, contests its obligation to provide indemnification under this Agreement, or fails to make or ceases making a good faith and diligent defense, the Covered Person may pay, compromise or defend such Asserted Liability all at the expense of the Covered Person (in accordance with the provisions of Section 10.5(c9.5(c) below). Except as set forth in the preceding sentence, neither the LLC Partnership nor the Covered Person may settle or compromise any claim over the objection of the LLC Partnership or the Manager MemberGeneral Partner; PROVIDEDprovided, HOWEVERhowever, that consent to settlement or compromise shall not be unreasonably withheld. In any event, the LLC Partnership and the Covered Person may participate at their own expense, in the defense of such Asserted Liability. The Covered Person shall in any event make available to the LLC Partnership any books, records or other documents within its control that are necessary or appropriate for such defense, all at the expense of the LLCPartnership. (c) If the LLC Partnership elects not to compromise or defend an Asserted Liability, or fails to notify the Covered Person of its election as above provided or fails to defend the Asserted Liability diligently and in good faithprovided, then, to the fullest extent permitted by applicable law, reasonable expenses (including legal fees) incurred by a Covered Person in defending any Asserted Liability, shall, from time to time, be advanced by the LLC Partnership prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the LLC Partnership of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in Section 10.4 9.4 hereof. The LLC Partnership may, if the Manager Member General Partner deems it appropriate, require any Covered Person for whom expenses are advanced to deliver adequate security to the LLC Partnership for his or her obligation to repay such indemnification.

NOTICE; OPPORTUNITY TO DEFEND AND EXPENSES. (a) Promptly after receipt by any Covered Person from any third party of notice of any demand, claim or circumstance that, immediately or with the lapse of time, would reasonably be expected to give rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "“Asserted Liability"”) that could reasonably be expected to result in any Losses with respect to which the Covered Person might be entitled to indemnification from the LLC under Section 10.49.4, the Covered Person shall give written notice thereof (the "“Claims Notice"”) to the Management Committee and the Manager Member; PROVIDEDprovided, HOWEVERhowever, that a failure to give such notice shall not prejudice the Covered Person's ’s right to indemnification hereunder except to the extent that the LLC, a Controlled Affiliate thereof or the Manager Member is actually prejudiced thereby. The Claims Notice shall describe the Asserted Liability in such reasonable detail as is practicable under the circumstances, and shall, to the extent practicable under the circumstances, indicate the amount (estimated, if necessary) of the Loss that has been or may be suffered by the Covered Person. (b) The LLC may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; PROVIDEDprovided, HOWEVERhowever, that if the named parties to any action or proceeding include (or could reasonably be expected to include) both the LLC (or a Controlled Affiliate thereof) and a Covered Person, or more than one Covered Persons, and the LLC is advised by counsel that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the Covered Person may engage separate counsel at the expense of the LLC. If the LLC elects to compromise or defend such Asserted Liability, it shall within twenty (20) business days (or sooner, if the nature of the Asserted Liability so requires) notify the Covered Person of its intent to do so, and the Covered Person shall cooperate, at the expense of the LLC, in the compromise of, or defense against, such Asserted Liability. If the LLC elects not to compromise or defend the Asserted Liability, fails to notify the Covered Person of its election as herein provided, contests its obligation to provide indemnification under this Agreement, or fails to make or ceases making a good faith and diligent defense, the Covered Person may pay, compromise or defend such Asserted Liability all at the expense of the Covered Person (in accordance with the provisions of Section 10.5(c9.5(c) below). Except as set forth in the preceding sentence, neither the LLC nor the Covered Person may settle or compromise any claim over the objection of the LLC or the Manager Member; PROVIDEDprovided, HOWEVERhowever, that consent to settlement or compromise shall not be unreasonably withheld. In any event, the LLC and the Covered Person may participate at their own expense, in the defense of such Asserted Liability. The Covered Person shall in any event make available to the LLC any books, records or other documents within its control that are necessary or appropriate for such defense, all at the expense of the LLC. (c) If the LLC elects not to compromise or defend an Asserted Liability, or fails to notify the Covered Person of its election as above provided or fails to defend the Asserted Liability diligently and in good faithprovided, then, to the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any Asserted Liability, shall, from time to time, be advanced by the LLC prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the LLC of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in Section 10.4 9.4 hereof. The LLC may, if the Manager Member deems it appropriate, require any Covered Person for whom expenses are advanced to deliver adequate security to the LLC for his or her obligation to repay such indemnification.

NOTICE; OPPORTUNITY TO DEFEND AND EXPENSES. (a) Promptly after receipt by any Covered Person from any third party of notice of any demand, claim or circumstance that, immediately or with the lapse of time, would reasonably be expected to give rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "Asserted Liability") that could reasonably be expected to result in any Losses with respect to which the Covered Person might be entitled to indemnification from the LLC under Section 10.4, the Covered Person shall give written notice thereof (the "Claims Notice") to the Management Committee and the Manager MemberLLC; PROVIDED, HOWEVER, that a failure to give such notice shall not prejudice the Covered Person's right to indemnification hereunder except to the extent that the LLC, a Controlled Affiliate thereof or the Manager Member LLC is actually prejudiced thereby. The Claims Notice shall describe the Asserted Liability in such reasonable detail as is practicable under the circumstances, and shall, to the extent practicable under the circumstances, indicate the amount (estimated, if necessary) of the Loss that has been or may be suffered by the Covered Person. (b) The LLC may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; PROVIDED, HOWEVER, that if the named parties to any action or proceeding include (or could reasonably be expected to include) both the LLC (or a Controlled Affiliate thereof) and a Covered Person, or more than one Covered Persons, and the LLC is advised by counsel that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the Covered Person may engage separate counsel at the expense of the LLC. If the LLC elects to compromise or defend such Asserted Liability, it shall within twenty (20) business days (or sooner, if the nature of the Asserted Liability so requires) notify the Covered Person of its intent to do so, and the Covered Person shall cooperate, at the expense of the LLC, in the compromise of, or defense against, such Asserted Liability. If the LLC elects not to compromise or defend the Asserted Liability, fails to notify the Covered Person of its election as herein provided, contests its obligation to provide indemnification under this Agreement, or fails to make or ceases making a good faith and diligent defense, the Covered Person may pay, compromise or defend such Asserted Liability all at the expense of the Covered Person (in accordance with the provisions of Section 10.5(c) below). Except as set forth in the preceding sentence, neither the LLC nor the Covered Person may settle or compromise any claim over the objection of the LLC or the Manager Member; PROVIDED, HOWEVER, that consent to settlement or compromise shall not be unreasonably withheld. In any event, the LLC and the Covered Person may participate at their own expense, in the defense of such Asserted Liability. The If the Covered Person chooses to defend any claim, the Covered Person shall in any event make available to the LLC any books, records or other documents within its control that are necessary or appropriate for such defense, all at the expense of the LLC. (c) If the LLC elects not to compromise or defend an Asserted Liability, or fails to notify the Covered Person of its election as above provided or fails to defend the Asserted Liability diligently and in good faithprovided, then, to the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any Asserted Liability, shall, from time to time, be advanced by the LLC prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the LLC of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in Section 10.4 hereof. The LLC may, if the Manager Member deems it appropriate, require any Covered Person for whom expenses are advanced advanced, to deliver adequate security to the LLC for his or her obligation to repay such indemnification.

NOTICE; OPPORTUNITY TO DEFEND AND EXPENSES. (a) Promptly after receipt by any Covered Person from any third party of notice of any demand, claim or circumstance that, immediately or with the lapse of time, would reasonably be expected to give rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "Asserted Liability") that could reasonably be expected to result in any Losses loss, damage or claim with respect to which the Covered Person might be entitled to indemnification from the LLC under Section 10.4, the Covered Person shall give written notice thereof (the "Claims Notice") to the Management Committee and the Manager MemberLLC; PROVIDEDprovided, HOWEVERhowever, that a failure to give such notice shall not prejudice the Covered Person's right to indemnification hereunder except to the extent that the LLC, a Controlled Affiliate thereof or the Manager Member LLC is actually prejudiced thereby. The Claims Notice shall describe the Asserted Liability in such reasonable detail as is practicable under the circumstances, and shall, to the extent practicable under the circumstances, indicate the amount (estimated, if necessary) of the Loss loss or damage that has been or may be suffered by the Covered Person. (b) The LLC may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; PROVIDEDprovided, HOWEVERhowever, that if the named parties to any action or proceeding include (or could reasonably be expected to include) both the LLC (or a Controlled Affiliate thereof) and a Covered Person, or more than one Covered Persons, and the LLC is advised by counsel that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the Covered Person may engage separate counsel at the expense of the LLC. If the LLC elects to compromise or 60 64 defend such Asserted Liability, it shall within twenty (20) business days (or sooner, if the nature of the Asserted Liability so requires) notify the Covered Person of its intent to do so, and the Covered Person shall cooperate, at the expense of the LLC, in the compromise of, or defense against, such Asserted Liability. If the LLC elects not to compromise or defend the Asserted Liability, fails to notify the Covered Person of its election as herein provided, contests its obligation to provide indemnification under this Agreement, or fails to make or ceases making a good faith and diligent defense, the Covered Person may pay, compromise or defend such Asserted Liability all at the expense of the Covered Person (in accordance with the provisions of Section 10.5(c) below)Person. Except as set forth in the preceding sentence, neither the LLC nor the Covered Person may settle or compromise any claim over the objection of the LLC or the Manager Memberother; PROVIDEDprovided, HOWEVERhowever, that consent to settlement or compromise shall not be unreasonably withheld. In any event, the LLC and the Covered Person may participate at their own expense, in the defense of such Asserted Liability. The If the Covered Person chooses to defend any claim, the Covered Person shall in any event make available to the LLC any books, records or other documents within its control that are necessary or appropriate for such defense, all at the expense of the LLC. (c) If the LLC elects not to compromise or defend an Asserted Liability, or fails to notify the Covered Person of its election as above provided or fails to defend the Asserted Liability diligently and in good faithprovided, then, to the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any Asserted Liability, shall, from time to time, be advanced by the LLC prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the LLC of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in Section 10.4 hereof. The LLC may, if the Manager Member deems it appropriate, require any Covered Person for whom expenses are advanced advanced, to deliver adequate security to the LLC for his or her obligation to repay such indemnification.

NOTICE; OPPORTUNITY TO DEFEND AND EXPENSES. (a) Promptly after receipt by any Covered Person from any third party of notice of any demand, claim or circumstance that, immediately or with the lapse of time, would reasonably be expected to give rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "“Asserted Liability"”) that could reasonably be expected to result in any Losses loss, damage or claim with respect to which the Covered Person might be entitled to indemnification from the LLC Partnership under Section 10.49.4, the Covered Person shall give written notice thereof (the "“Claims Notice"”) to the Management Committee and the Manager MemberPartnership; PROVIDEDprovided, HOWEVERhowever, that a failure to give such notice shall not prejudice the Covered Person's ’s right to indemnification hereunder except to the extent that the LLC, a Controlled Affiliate thereof or the Manager Member Partnership is actually prejudiced thereby. The Claims Notice shall describe the Asserted Liability in such reasonable detail as is practicable under the circumstances, and shall, to the extent practicable under the circumstances, indicate the amount (estimated, if necessary) of the Loss loss or damage that has been or may be suffered by the Covered Person. (b) The LLC Partnership may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; PROVIDEDprovided, HOWEVERhowever, that if the named parties to any action or proceeding include (or could reasonably be expected to include) both the LLC (or a Controlled Affiliate thereof) Partnership and a Covered Person, or more than one Covered Persons, and the LLC Partnership is advised by counsel that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the Covered Person may engage separate counsel at the expense of the LLCPartnership. If the LLC Partnership elects to compromise or defend such Asserted Liability, it shall within twenty (20) business days (or sooner, if the nature of the Asserted Liability so requires) notify the Covered Person of its intent to do so, and the Covered Person shall cooperate, at the expense of the LLCPartnership, in the compromise of, or defense against, such Asserted Liability. If the LLC Partnership elects not to compromise or defend the Asserted Liability, fails to notify the Covered Person of its election as herein provided, contests its obligation to provide indemnification under this Agreement, or fails to make or ceases making a good faith and diligent defense, the Covered Person may pay, compromise or defend such Asserted Liability all at the expense of the Covered Person (in accordance with the provisions of Section 10.5(c) below)Person. Except as set forth in the preceding sentence, neither the LLC Partnership nor the Covered Person may settle or compromise any claim over the objection of the LLC or the Manager Memberother; PROVIDEDprovided, HOWEVERhowever, that consent to settlement or compromise shall not be unreasonably withheld. In any event, the LLC Partnership and the Covered Person may participate at their own expense, in the defense of such Asserted Liability. The If the Covered Person chooses to participate in the defense of any claim, the Covered Person shall in any event make available to the LLC Partnership any books, records or other documents within its control that are necessary or appropriate for such defense, all at the expense of the LLCPartnership. (c) If the LLC Partnership elects not to compromise or defend an Asserted Liability, or fails to notify the Covered Person of its election as above provided or fails to defend the Asserted Liability diligently and in good faithprovided, then, to the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any Asserted Liability, shall, from time to time, be advanced by the LLC Partnership prior to the final disposition of such claim, demand, action, suit or proceeding upon satisfaction of any conditions required by applicable law and receipt by the LLC Partnership of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in Section 10.4 9.4 hereof. The LLC Partnership may, if the Manager Member General Partner deems it appropriate, require any Covered Person for whom expenses are advanced advanced, to deliver adequate security to the LLC Partnership for his or her obligation to repay such indemnification.

NOTICE; OPPORTUNITY TO DEFEND AND EXPENSES. (a) Promptly after receipt by any Covered Person from any third party of notice of any demand, claim or circumstance that, immediately or with the lapse of time, would reasonably be expected to give rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "“Asserted Liability"”) that could reasonably be expected to result in any Losses with respect to which the Covered Person might be entitled to indemnification from the LLC Aston under Section 10.47.01, the Covered Person shall give written notice thereof (the "“Claims Notice"”) to the Management Committee and the Manager MemberHighbury; PROVIDEDprovided, HOWEVERhowever, that a failure to give such notice shall not prejudice the Covered Person's ’s right to indemnification hereunder except to the extent that the LLCAston, a Controlled Affiliate thereof or the Manager Member Highbury is actually prejudiced thereby. The Claims Notice shall describe the Asserted Liability in such reasonable detail as is practicable under the circumstances, and shall, to the extent practicable under the circumstances, indicate the amount (estimated, if necessary) of the Loss that has been or may be suffered by the Covered Person. (b) The LLC Aston may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; PROVIDEDprovided, HOWEVERhowever, that if the named parties to any action or proceeding include (or could reasonably be expected to include) both the LLC Aston (or a Controlled Affiliate thereof) and a Covered Person, or more than one Covered Persons, and the LLC Aston is advised by counsel that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the Covered Person may engage separate counsel at the expense of the LLCAston. If the LLC Aston elects to compromise or defend such Asserted Liability, it shall within twenty (20) business days (or sooner, if the nature of the Asserted Liability so requires) notify the Covered Person of its intent to do so, and the Covered Person shall cooperate, at the expense of the LLCAston, in the compromise of, or defense against, such Asserted Liability. Notwithstanding the foregoing, any settlement or compromise shall not include any terms and conditions applicable to an Investor or Management Stockholder, other than the payment of cash to be paid by the Company, without the prior written consent of such Investor or Management Stockholder. If the LLC Aston elects not to compromise or defend the Asserted Liability, fails to notify the Covered Person of its election as herein provided, contests its obligation to provide indemnification under this Agreement, or fails to make or ceases making a good faith and diligent defense, the Covered Person may pay, compromise or defend such Asserted Liability all at the expense of the Covered Person (in accordance with the provisions of Section 10.5(c7.02(c) below). Except as set forth in the preceding sentence, neither the LLC Aston nor the Covered Person may settle or compromise any claim over the objection of the LLC Aston or the Manager MemberHighbury; PROVIDEDprovided, HOWEVERhowever, that consent to settlement or compromise shall not be unreasonably withheld. In any event, the LLC Aston and the Covered Person may participate at their own expense, in the defense of such Asserted Liability. The Covered Person shall in any event make available to the LLC Aston any books, records or other documents within its control that are necessary or appropriate for such defense, all at the expense of the LLCAston. (c) If the LLC Aston elects not to compromise or defend an Asserted Liability, or fails to notify the Covered Person of its election as above provided or fails to defend the Asserted Liability diligently and in good faithprovided, then, to the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any Asserted Liability, shall, from time to time, be advanced by the LLC Aston prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the LLC Aston of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in Section 10.4 7.01 hereof. The LLC may, if without the Manager Member deems it appropriateprovision of any security. (d) Covered Persons shall be entitled to enforce their rights to indemnification and advancement of expenses pursuant to this Section 7.02 by bringing an action in the Delaware Court of Chancery in accordance with Section 145(k) of the Delaware General Corporation law, require any Covered Person for whom expenses are advanced to deliver adequate security to which court may summarily determine the LLC for his or her Company’s obligation to repay such indemnificationadvance expenses (including attorneys’ fees).

NOTICE; OPPORTUNITY TO DEFEND AND EXPENSES. (a) Promptly after receipt by any Covered Person from any third party of notice of any demand, claim or circumstance that, immediately or with the lapse of time, would reasonably be expected to give rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "Asserted Liability") that could reasonably be expected to result in any Losses loss, damage or claim with respect to which the Covered Person might be entitled to indemnification from the LLC under Section 10.4, the Covered Person shall give written notice thereof (the "Claims Notice") to the Management Committee and the Manager MemberLLC; PROVIDEDprovided, HOWEVERhowever, that a failure to give such notice shall not prejudice the Covered Person's right to indemnification hereunder except to the extent that the LLC, a Controlled Affiliate thereof or the Manager Member LLC is actually prejudiced thereby. The Claims Notice shall describe the Asserted Liability in such reasonable detail as is practicable under the circumstances, and shall, to the extent practicable under the circumstances, indicate the amount (estimated, if necessary) of the Loss loss or damage that has been or may be suffered by the Covered Person. (b) The LLC may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; PROVIDEDprovided, HOWEVERhowever, that if the named parties to any action or proceeding include (or could reasonably be expected to include) both the LLC (or a Controlled Affiliate thereof) and a Covered Person, or more than one Covered Persons, and the LLC is advised by counsel that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the Covered Person may engage separate counsel at the expense of the LLC. If the LLC elects to compromise or defend such Asserted Liability, it shall within twenty (20) business days (or sooner, if the nature of the Asserted Liability so requires) notify the Covered Person of its intent to do so, and the Covered Person shall cooperate, at the expense of the LLC, in the compromise of, or defense against, such Asserted Liability. If the LLC elects not to compromise or defend the Asserted Liability, fails to notify the Covered Person of its election as herein provided, contests its obligation to provide indemnification under this Agreement, or fails to make or ceases making a good faith and diligent defense, the Covered Person may pay, compromise or defend such Asserted Liability all at the expense of the Covered Person (in accordance with the provisions of Section 10.5(c) below)Person. Except as set forth in the preceding sentence, neither the LLC nor the Covered Person may settle or compromise any claim over the objection of the LLC or the Manager Memberother; PROVIDEDprovided, HOWEVERhowever, that consent to settlement or compromise shall not be unreasonably withheld. In any event, the LLC and the Covered Person may participate at their own expense, in the defense of such Asserted Liability. The Covered Person shall in any event make available to the LLC any books, records or other documents within its control that are necessary or appropriate for such defense, all at the expense of the LLC. (c) If the LLC elects not to compromise or defend an Asserted Liability, fails to notify the Covered Person of its election as above provided or fails to defend the Asserted Liability diligently and in good faith, then, to the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any Asserted Liability, shall, from time to time, be advanced by the LLC prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the LLC of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in Section 10.4 hereof. The LLC may, if the Manager Member deems it appropriate, require any Covered Person for whom expenses are advanced to deliver adequate security to the LLC for his or her obligation to repay such indemnification.,

NOTICE; OPPORTUNITY TO DEFEND AND EXPENSES. (a) Promptly after receipt by any Covered Person from any third party of notice of any demand, claim or circumstance that, immediately or with the lapse of time, would reasonably be expected to give rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "Asserted Liability") that could reasonably be expected to result in any Losses loss, damage or claim with respect to which the Covered Person might be entitled to indemnification from the LLC under Section 10.4, the Covered Person shall give written notice thereof (the "Claims Notice") to the Management Committee and the Manager MemberLLC; PROVIDEDprovided, HOWEVERhowever, that a failure to give such notice shall not prejudice the Covered Person's right to indemnification hereunder except to the extent that the LLC, a Controlled Affiliate thereof or the Manager Member LLC is actually prejudiced thereby. The Claims Notice shall describe the Asserted Liability in such reasonable detail as is practicable under the circumstances, and shall, to the extent practicable under the circumstances, indicate the amount (estimated, if necessary) of the Loss loss or damage that has been or may be suffered by the Covered Person. (b) The LLC may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; PROVIDEDprovided, HOWEVERhowever, that if the named parties to any action or proceeding include (or could reasonably be expected to include) both the LLC (or a Controlled Affiliate thereof) and a Covered Person, or more than one Covered Persons, and the LLC is advised by counsel that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the Covered Person may engage separate counsel at the expense of the LLC. If the LLC elects to compromise or defend such Asserted Liability, it shall within twenty (20) business days (or sooner, if the nature of the Asserted Liability so requires) notify the Covered Person of its intent to do so, and the Covered Person shall cooperate, at the expense of the LLC, in the compromise of, or defense against, such Asserted Liability. If the LLC elects not to compromise or defend the Asserted Liability, fails to notify the Covered Person of its election as herein provided, contests its obligation to provide indemnification under this Agreement, or fails to make or ceases making a good faith and diligent defense, the Covered Person may pay, compromise or defend such Asserted Liability all at the expense of the Covered Person (in accordance with the provisions of Section 10.5(c) below). Except as set forth in the preceding sentence, neither the LLC nor the Covered Person may settle or compromise any claim over the objection of the LLC or the Manager Member; PROVIDEDprovided, HOWEVERhowever, that consent to settlement or compromise shall not be unreasonably withheld. In any event, the LLC and the Covered Person may participate at their own expense, in the defense of such Asserted Liability. The If the Covered Person chooses to defend any claim, the Covered Person shall in any event make available to the LLC any books, records or other documents within its control that are necessary or appropriate for such defense, all at the expense of the LLC. (c) If the LLC elects not to compromise or defend an Asserted Liability, fails to notify the Covered Person of its election as above provided or fails to defend the Asserted Liability diligently and in good faith, then, to the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any Asserted Liability, shall, from time to time, be advanced by the LLC prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the LLC of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in Section 10.4 hereof. The LLC may, if the Manager Member deems it appropriate, require any Covered Person for whom expenses are advanced to deliver adequate security to the LLC for his or her obligation to repay such indemnification.

NOTICE; OPPORTUNITY TO DEFEND AND EXPENSES. (a) Promptly after receipt by any Covered Person from any third party of notice of any demand, claim or circumstance that, immediately or with the lapse of time, would reasonably be expected to give rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "Asserted Liability") that could reasonably be expected to result in any Losses loss, damage or claim with respect to which the Covered Person might be entitled to indemnification from the LLC under Section 10.4, the Covered Person shall give written notice thereof (the "Claims Notice") to the Management Committee and the Manager MemberLLC; PROVIDEDprovided, HOWEVERhowever, that a failure to give such notice shall not prejudice the Covered Person's right to indemnification hereunder except to the extent that the LLC, a Controlled Affiliate thereof or the Manager Member LLC is actually prejudiced thereby. The Claims Notice shall describe the Asserted Liability in such reasonable detail as is practicable under the circumstances, and shall, to the extent practicable under the circumstances, indicate the amount (estimated, if necessary) of the Loss loss or damage that has been or may be suffered by the Covered Person. (b) The LLC may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; PROVIDEDprovided, HOWEVERhowever, that if the named parties to any action or proceeding include (or could reasonably be expected to include) both the LLC (or a Controlled Affiliate thereof) and a Covered Person, or more than one Covered Persons, and the LLC is advised by counsel that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the Covered Person may engage separate counsel at the expense of the LLC. If the LLC elects to compromise or defend such Asserted Liability, it shall within twenty (20) business days (or sooner, if the nature of the Asserted Liability so requires) notify the Covered Person of its intent to do so, and the Covered Person shall cooperate, at the expense of the LLC, in the compromise of, or defense against, such Asserted Liability. If the LLC elects not to compromise or defend the Asserted Liability, fails to notify the Covered Person of its election as herein provided, contests its obligation to provide indemnification under this Agreement, or fails to make or ceases making a good faith and diligent defense, the Covered Person may pay, compromise or defend such Asserted Liability all at the expense of the Covered Person (in accordance with the provisions of Section 10.5(c) below)Person. Except as set forth in the preceding sentence, neither the LLC nor the Covered Person may settle or compromise any claim over the objection of the LLC or the Manager Memberother; PROVIDEDprovided, HOWEVERhowever, that consent to settlement or compromise shall not be unreasonably withheld. In any event, the LLC and the Covered Person may participate at their own expense, in the defense of such Asserted Liability. The If the Covered Person chooses to participate in the defense of any claim, the Covered Person shall in any event make available to the LLC any books, records or other documents within its control that are necessary or appropriate for such defense, all at the expense of the LLC. (c) If the LLC elects not to compromise or defend an Asserted Liability, fails to notify the Covered Person of its election as above provided or fails to defend the Asserted Liability diligently and in good faith, then, to the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any Asserted Liability, shall, from time to time, be advanced by the LLC prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the LLC of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in Section 10.4 hereof. The LLC may, if the Manager Member deems it appropriate, require any Covered Person for whom expenses are advanced to deliver adequate security to the LLC for his or her obligation to repay such indemnification.