Common use of Notices of Claims, Etc Clause in Contracts

Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 7, 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 paragraphs of this Section 7, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein, and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party; provided, however, that if, in any indemnified party's reasonable judgment, a conflict of interest between such indemnified party and the indemnifying party exists in respect of such claim, then such indemnified party shall have the right to participate in the defense of such claim and to employ one firm of attorneys at the indemnifying party's expense to represent such indemnified party; and provided further that if, in the reasonable judgment of any indemnified party, a conflict of interest between such indemnified party and any other indemnified parties exists in respect of such claim, each such indemnified party shall be entitled to one additional counsel and the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel. Once the indemnifying party has assumed the defense of any claim, no indemnified party will consent to entry of any judgment or enter into any settlement without the indemnifying party's consent to such judgment or settlement, which shall not be unreasonably withheld.

Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding with respect to which involving a claim for indemnification may be made pursuant referred to this in Section 72.7(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, 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 paragraphs subsections of this Section 72.7, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. If In case any such claim or action shall be brought against an any indemnified party, party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein, therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying partymay wish, to assume the defense thereof thereof, with counsel reasonably satisfactory to the such indemnified party; provided, however, that ifany indemnified party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action or proceeding in which both an indemnifying party and an indemnified party's reasonable judgmentparty is, or is reasonably likely to become, a conflict of interest between such indemnified party and the indemnifying party exists in respect of such claimparty, then such indemnified party shall have the right to participate in the defense of such claim and to employ one firm of attorneys separate counsel at the an indemnifying party's expense and to represent control its own defense of such indemnified party; and provided further that action or proceeding if, in the reasonable judgment opinion of any counsel to such indemnified party, a conflict of interest between (a) there are or may be legal defenses available to such indemnified party and any or to other indemnified parties that are different from or additional to those available to an indemnifying party or (b) any conflict or potential conflict exists in respect of such claim, each between an indemnifying party and such indemnified party that would make such separate representation advisable; provided, however, that in no event shall an indemnifying party be entitled required to pay fees and expenses under this Section 2.7 for more than one additional counsel and the firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. No indemnifying party shall be obligated to pay the fees and expenses liable for any settlement of such additional counselany action or proceeding effected without its written consent, which consent shall not be unreasonably withheld. Once the No indemnifying party has assumed shall, without the defense consent of any claimthe indemnified party, no indemnified party will consent to entry of any judgment or enter into any settlement without that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation or which requires action other than the payment of money by the indemnifying party's consent to such judgment or settlement, which shall not be unreasonably withheld.

Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding with respect to which involving a claim for indemnification may be made pursuant referred to in the preceding paragraphs of this Section 7, 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; providedaction or proceeding, 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 paragraphs of this Section 7, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. If In case any such claim or action shall be is brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall will be entitled to participate thereintherein and to assume the defense thereof, andjointly with any other indemnifying party similarly notified, to the extent that it wishesmay wish, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the such indemnified party; provided, howeverand after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, that ifthe indemnifying party 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 except for the reasonable fees and expenses of any counsel retained by such indemnified party to monitor such action or proceeding. Notwithstanding the foregoing, in any indemnified party's reasonable judgment, a conflict of interest between if such indemnified party and the indemnifying party exists in reasonably determine, based upon advice of their respective independent counsel, that a conflict of interest may exist between the indemnified party and the indemnifying party with respect of to such claim, then action and that it is advisable for such indemnified party shall have the right to participate in the defense of be represented by separate counsel, such claim and indemnified party may retain other counsel, reasonably satisfactory to employ one firm of attorneys at the indemnifying party's expense , to represent such indemnified party; and provided further that if, in the reasonable judgment of any indemnified party, a conflict of interest between such indemnified party and any other indemnified parties exists in respect of such claim, each such indemnified party shall be entitled to one additional counsel and the indemnifying party shall be obligated to pay the all reasonable fees and expenses of such additional counsel. Once the No indemnifying party has assumed party, in the defense of any claimsuch claim or litigation, no shall, except with the consent of such indemnified party will party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement without which does not include as an unconditional term thereof the indemnifying party's consent giving by the claimant or plaintiff to such judgment indemnified party of a release from all liability in respect of such claim or settlementlitigation. An indemnifying party who is not entitled to, which shall or elects not to, assume the defense of a claim will not be unreasonably withheldobligated 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 and any other of such indemnified parties with respect to such claim.

Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding with respect to which involving a claim for indemnification may be made pursuant referred to in the preceding subdivisions of this Section 73.6, 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, 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 paragraphs subdivisions of this Section 73.6, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. If In case any such claim or action shall be is brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein, in and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the unless in such indemnified party; provided, however, that if, in any indemnified party's ’s reasonable judgment, judgment a conflict of interest between such indemnified party and the indemnifying party exists parties may exist in respect of such claim, then 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 shall have the right of its election so to participate in assume the defense of such claim and to employ one firm of attorneys at the indemnifying party's expense to represent such indemnified party; and provided further that ifthereof, in the reasonable judgment of any indemnified party, a conflict of interest between such indemnified party and any other indemnified parties exists in respect of such claim, each such indemnified party shall be entitled to one additional counsel and the indemnifying party shall not be obligated liable to pay such indemnified party for any legal or other expenses subsequently incurred by the fees and expenses latter in connection with the defense thereof other than reasonable costs of such additional counselinvestigation. Once the No indemnifying party has assumed the defense shall be liable for any settlement of any claimaction or proceeding effected without its written consent. No indemnifying party shall, no without the consent of the indemnified party will party, consent to entry of any judgment or enter into any settlement without which does not include as an unconditional term thereof the indemnifying party's consent giving by the claimant or plaintiff to such judgment indemnified party of a release from all liability in respect to such claim or settlement, which shall not be unreasonably withheldlitigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding with respect to which involving a claim for indemnification may be made pursuant referred to in the preceding subdivisions of this Section 71.2, 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 paragraphs subdivisions of this Section 71.2, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. If In case any such claim or action shall be is brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate thereinin and to assume the defense thereof, andjointly with any other indemnifying party similarly notified, to the extent that it wishesmay wish, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the 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, provided, however, that if, in any if the indemnified party's reasonable judgment, party reasonably believes it is advisable for it to be represented by separate counsel because there exists a conflict of interest between its interests and those of the indemnifying party with respect to such claim, or there exist defenses available to such indemnified party and which may not be available to the indemnifying party, or if the indemnifying party exists in respect of shall fail to assume responsibility for such claimdefense, then such the indemnified party shall have the right may retain counsel satisfactory to participate in the defense of such claim and to employ one firm of attorneys at the indemnifying party's expense to represent such indemnified party; and provided further that if, in the reasonable judgment of any indemnified party, a conflict of interest between such indemnified party and any other indemnified parties exists in respect of such claim, each such indemnified party shall be entitled to one additional counsel it and the indemnifying party shall be obligated to pay the all reasonable fees and expenses of such additional counsel. Once the No indemnifying party has assumed the defense shall be liable for any settlement of any claimaction or proceeding effected without its written consent. No indemnifying party shall, no without the consent of the indemnified party will party, consent to entry of any judgment or enter into any settlement without which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation or which requires action other than the payment of money by the indemnifying party's consent to such judgment or settlement, which shall not be unreasonably withheld.

Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding with respect to which involving a claim for indemnification may be made pursuant referred to in subparagraph (a) or (b) of this Section 7paragraph 5, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give prompt 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 paragraphs of this Section 7paragraph 5, except to the extent that the indemnifying party is actually and materially prejudiced by such failure to give notice. If In case any such claim or action shall be is brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate thereinin and to assume the defense thereof (such assumption to constitute its acknowledgment of its agreement to indemnify the indemnified party with respect to such matters), and, jointly with any other indemnifying party similarly notified to the extent that it wishesmay wish, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the 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 fees or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in any such indemnified party's reasonable judgment, a conflict of interest between such indemnified party and the indemnifying party exists parties may exist in respect of such claim, then such indemnified party shall have be entitled to separate counsel at the right expense of the indemnifying party; and provided, further, that, unless there exists a conflict of interest among indemnified parties, all indemnified parties in respect of such claim shall be entitled to participate in only one counsel or firm of counsel for all such indemnified parties. In the event an indemnifying party shall not be entitled, or elects not, to assume the defense of a claim, such claim indemnifying 43 party shall not be obligated to pay the fees and to employ expenses of more than one counsel or firm of attorneys at the counsel for all parties indemnified by such indemnifying party's expense to represent party in respect of such indemnified party; and provided further that ifclaim, unless in the reasonable judgment of any such indemnified party, party a conflict of interest exists between such indemnified party and any other of such indemnified parties exists in respect of such claim, each such indemnified party shall be entitled to one additional counsel and in which event the indemnifying party shall be obligated to pay the fees and expenses of one additional counsel or firm of counsel for such additional counselindemnified parties. Once the No indemnifying party has assumed shall, without the defense consent of any claimthe indemnified party, no indemnified party will consent to entry of any judgment or enter into any settlement without that (i) does not include as an unconditional term thereof the indemnifying party's consent giving by the claimant or plaintiff to such judgment indemnified party of a release from all Losses in respect of such claim or settlementlitigation or (ii) would impose injunctive relief on such indemnified party. No indemnifying party shall be subject to any Losses for any settlement made without its consent, which consent shall not be unreasonably withheld.

Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding with respect to which involving a claim for indemnification may be made pursuant referred to in the preceding provisions of this Section 72.7, 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 paragraphs provisions of this Section 72.7, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. If In case any such claim or action shall be is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and it shall notify the indemnifying party thereofparties may exist in respect of such claim and representation of both parties is not appropriate, the indemnifying party shall be entitled to participate therein, andin and to assume the defense thereof, to the extent that it wishesthe indemnifying party may wish, jointly with any other similarly notified indemnifying party, to assume the defense thereof 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. In the event the indemnified party; provided, however, that if, in any indemnified party's reasonable judgment, party believes such a conflict of interest between such indemnified party and the indemnifying party exists in respect of such claimto exist, then such indemnified party shall have the right to participate in the defense of such claim and to employ one firm of attorneys at the indemnifying party's expense to represent such indemnified party; and provided further that if, in the reasonable judgment of any indemnified party, a conflict of interest between such indemnified party and any other indemnified parties exists in respect of such claim, each such indemnified party shall be entitled to one additional counsel and the indemnifying party shall be obligated to pay indemnify the fees indemnified party for all costs and expenses of such additional counselseparate counsel for the indemnified party in accordance with Section 2.7(a) or 2.7(b) above, as applicable. Once the No indemnifying party has assumed shall, without the defense consent of any claimthe indemnified party, no indemnified party will consent to entry of any judgment or enter into any settlement of any such action without the prior consent of the indemnified party. No indemnified party shall consent to entry of any judgment or enter into any settlement of any such action the defense of which has been assumed by an indemnifying party without the consent of such indemnifying party's consent to such judgment or settlement, which shall not be unreasonably withheld.

Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding with respect to which involving a claim for indemnification may be made pursuant referred to in the preceding paragraphs of this Section 79, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter indemnifying party of the commencement of such action; providedaction or proceeding, 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 paragraphs of this Section 79, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. If In case any such claim or action shall be is brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall will be entitled to participate thereintherein and to assume the defense thereof, andjointly with any other indemnifying party similarly notified, to the extent that it wishesmay wish, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the such indemnified party; provided, howeverand after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party 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 except for the reasonable fees and expenses of any counsel retained by such indemnified party to monitor such action or proceeding. Notwithstanding the foregoing, if such indemnified party reasonably determines, based upon advice of independent counsel, that if, in any indemnified party's reasonable judgment, either a conflict of interest may exist between such the indemnified party and the indemnifying party exists in with respect of to such claim, then action and that it is advisable for such indemnified party shall have the right to participate in the defense of such claim and be represented by separate counsel or that there may be one or more legal defenses available to employ one firm of attorneys at it which are different from or additional to those available to the indemnifying party's expense , such indemnified party may retain other counsel, reasonably satisfactory to the indemnifying party, to represent such indemnified party; and provided further that if, in the reasonable judgment of any indemnified party, a conflict of interest between such indemnified party and any other indemnified parties exists in respect of such claim, each such indemnified party shall be entitled to one additional counsel and the indemnifying party shall be obligated to pay the all reasonable fees and expenses of such additional counsel. Once the No indemnifying party has assumed party, in the defense of any claimsuch claim or litigation, no shall, except with the consent of such indemnified party will party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement without which does not include as an unconditional term thereof the indemnifying party's consent giving by the claimant or plaintiff to such judgment indemnified party of a release from all liability in respect of such claim or settlementlitigation. The rights accorded to any indemnified party hereunder shall be in addition to any rights that such indemnified party may have at common law, which shall not be unreasonably withheldby separate agreement or otherwise.

Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding with respect to which involving a claim for indemnification may be made pursuant referred to this in Section 76(a) or Section 6(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, however, that the . The failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding paragraphs subdivisions of this Section 76, except to the extent that a court of competent jurisdiction determines that the indemnifying party is actually materially prejudiced by such the failure to give such, notice. If In case any such claim or action shall be is brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein, and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party; provided, however, that if, unless in any such indemnified party's reasonable judgment, judgment a conflict of interest between such indemnified party and the indemnifying party exists parties may exist in respect of such claim, then 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 the indemnified party. 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 for any settlement made by the indemnified party without its consent (which consent will not be unreasonably withheld) or for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof unless the named parties to any such action, claim or proceeding include any indemnified party and the indemnifying party or an Affiliate of the indemnifying party, and such indemnified party shall have the right been advised by counsel that either (a) there may be one or more legal defenses available to participate it which are different from or in the defense of such claim and addition to employ one firm of attorneys at those available to the indemnifying party's expense to represent party or such indemnified party; and provided further that if, in the reasonable judgment of any indemnified party, Affiliate or (b) a conflict of interest between may exist if such counsel represents such indemnified party and any other indemnified parties exists the indemnifying party or its Affiliate in respect which case the indemnifying party shall not have the right to assume the defense thereof and counsel of such claim, each such the indemnified party shall be entitled at the expense of the indemnifying party; provided, however, if at any time an indemnified party shall have requested the indemnifying party to one additional counsel assume the defense of any such action or to reimburse it for indemnified expenses and the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel. Once not have done so, the indemnifying party has agrees that it shall be liable for any settlement of any losses, costs, claims, damages or liabilities of the nature contemplated by this Section 6 effected without its written consent if (x) such settlement is entered into more than 45 days after receipt by the indemnifying party of the aforesaid request, (y) the indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (z) the indemnifying party shall not have assumed the defense of any claimthe matter, no or reimbursed the expenses, in accordance with such request prior to the date of settlement. No indemnifying party shall, without the consent of the indemnified party will party, consent to entry of any judgment or enter into any settlement without which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. An indemnifying party's consent liability to such judgment or settlement, which any indemnified party hereunder shall not be unreasonably withheldextinguished solely because any other indemnified party is not entitled to indemnity hereunder.

Notices of Claims, Etc. Promptly after Within ten days of receipt by ---------------------- an indemnified party hereunder of written notice of the commencement of any action or proceeding with respect to which involving a claim for indemnification may be made pursuant referred to in the preceding subdivisions of this Section 71.7, 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 paragraphs subdivisions of this Section 71.7, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. If In case any such claim or action shall be is brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate thereinin and to assume the defense thereof, and, jointly with any other indemnifying party similarly notified to the extent that it wishesmay wish, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the 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, provided, however, that if, in any if the -------- ------- indemnified party's reasonable judgment, party reasonably believes it is advisable for it to be represented by separate counsel because there exists a conflict of interest between its interests and those of the indemnifying party with respect to such claim, or there exist defenses available to such indemnified party and which may not be available to the indemnifying party, or if the indemnifying party exists in respect of shall fail to assume responsibility for such claimdefense, then such the indemnified party shall have the right may retain counsel satisfactory to participate in the defense of such claim and to employ one firm of attorneys at the indemnifying party's expense to represent such indemnified party; and provided further that if, in the reasonable judgment of any indemnified party, a conflict of interest between such indemnified party and any other indemnified parties exists in respect of such claim, each such indemnified party shall be entitled to one additional counsel it and the indemnifying party shall be obligated to pay the all reasonable fees and expenses of such additional counsel. Once the No indemnifying party has assumed the defense shall be liable for any settlement of any claimaction or proceeding effected without its written consent. No indemnifying party shall, no without the consent of the indemnified party will party, consent to entry of any judgment or enter into any settlement without which does not include as an unconditional term thereof the indemnifying party's consent giving by the claimant or plaintiff to such judgment indemnified party of a release from all liability in respect to such claim or settlement, litigation or which shall not be unreasonably withheldrequires action by the indemnified party.

Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding with respect to which involving a claim for indemnification may be made pursuant referred to this in Section 72.7(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; providedPROVIDED, 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 paragraphs subdivisions of this Section 72.7, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. If In case any such claim or action shall be brought against an any indemnified party, party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein, therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying partymay wish, to assume the defense thereof thereof, with counsel reasonably satisfactory to the such indemnified party; providedPROVIDED, howeverHOWEVER, that ifany indemnified party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action or proceeding in which both the Company and an indemnified party's reasonable judgmentparty is, or is reasonably likely to become, a conflict of interest between such indemnified party and the indemnifying party exists in respect of such claimparty, then such indemnified party shall have the right to participate in employ separate counsel at the Company's expense and to control its own defense of such claim and to employ one firm of attorneys at the indemnifying party's expense to represent such indemnified party; and provided further that action or proceeding if, in the reasonable judgment opinion of any counsel to such indemnified party, a conflict of interest between (a) there are or may be legal defenses available to such indemnified party and any or to other indemnified parties that are different from or additional to those available to the Company or (b) any conflict or potential conflict exists in respect of such claim, each between the Company and such indemnified party that would make such separate representation advisable; PROVIDED, HOWEVER, that in no event shall the Company be entitled required to pay fees and expenses under this Section 2.7 for more than one additional counsel and the firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. No indemnifying party shall be obligated to pay the fees and expenses liable for any settlement of such additional counselany action or proceeding effected without its written consent, which consent shall not be unreasonably withheld. Once the No indemnifying party has assumed shall, without the defense consent of any claimthe indemnified party, no indemnified party will consent to entry of any judgment or enter into any settlement without that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation or which requires action other than the payment of money by the indemnifying party's consent to such judgment or settlement, which shall not be unreasonably withheld.

Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding with respect to which involving a claim for indemnification may be made pursuant referred to in the preceding paragraphs of this Section 72.7, 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 therein shall not relieve the indemnifying party of its obligations under the preceding paragraphs of this Section 7, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice2.7. If In case any such claim or action shall be is brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall will be entitled to participate therein, andin and to assume the defense thereof, to the extent that it wishesmay wish, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the such indemnified party; provided, howeverand after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party 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, PROVIDED that if, in any indemnified party's reasonable judgment, a conflict of interest between if such indemnified party and the indemnifying party exists in reasonably determine, based upon advice of their respective independent counsel, that a conflict of interest may exist between the indemnified party and the indemnifying party with respect of to such claim, then action and that it is thus advisable for such indemnified party shall have the right to participate in the defense of be represented by separate counsel, such claim and indemnified party may retain other counsel, satisfactory to employ one firm of attorneys at the indemnifying party's expense , to represent such indemnified party; and provided further that if, in the reasonable judgment of any indemnified party, a conflict of interest between such indemnified party and any other indemnified parties exists in respect of such claim, each such indemnified party shall be entitled to one additional counsel and the indemnifying party shall be obligated to pay the all reasonable fees and expenses of such additional counsel. Once the No indemnifying party has assumed in the defense of any claimsuch claim or litigation, no shall, except with the consent of such indemnified party will party, consent to entry of any judgment or enter into any settlement without which does not include as an unconditional term thereof the indemnifying party's consent giving by the claimant or plaintiff to such judgment indemnified party of a release from all liability in respect of such claim or settlement, which shall not be unreasonably withheldlitigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder under subsection (a) or (b) above of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 7action, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying partyparty under this Section 6, give written notice to the latter notify such indemnifying party in writing of the commencement of such actionthereof; provided, however, that 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 to give notice as provided herein shall not relieve the indemnifying party of its obligations otherwise than under the preceding paragraphs indemnification provisions of this Section 7, except to the extent that the indemnifying party is actually prejudiced or contemplated by such failure to give noticesubsection (a) or (b) above. If In case any such claim or action shall be brought against an any indemnified party, party and it shall notify the an indemnifying party of the commencement thereof, the such indemnifying party shall be entitled to participate therein, therein and, to the extent that it wishesshall wish, jointly with any other indemnifying party similarly notified indemnifying partynotified, to assume the defense thereof thereof, with counsel reasonably satisfactory to such indemnified party (who shall not 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, such indemnifying party shall not be liable to such indemnified party under this Section 6 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in any indemnified party's reasonable judgment, a conflict of interest between such indemnified party and the indemnifying party exists in respect of such claim, then such an indemnified party shall have the right to participate employ its own counsel in any such action, but the fees, expenses and other charges of such counsel for the indemnified party will be at the expense of such indemnified party unless (1) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (2) the indemnified party has reasonably concluded (based upon advice of counsel to the indemnified party) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (3) a conflict or potential conflict exists (in which case the indemnifying party will not have the right to direct the defense of such claim action on behalf of the indemnified party) or (4) the indemnifying party has not in fact employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and to employ other charges of counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm of attorneys (in addition to any local counsel) at the indemnifying party's expense to represent any one time for all such indemnified party or parties. 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 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 action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and provided further that if(ii) does not include a statement as to, in the reasonable judgment or an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party, a conflict of interest between such indemnified party and any other indemnified parties exists in respect of such claim, each such indemnified party shall be entitled to one additional counsel and the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel. Once the indemnifying party has assumed the defense of any claim, no indemnified party will consent to entry of any judgment or enter into any settlement without the indemnifying party's consent to such judgment or settlement, which shall not be unreasonably withheld.

Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding with respect to which involving a claim for indemnification may be made pursuant referred to this Section 7in Sections 6.8(a) or 6.8(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, 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 Section 6.8(a) or 6.8(b), as the preceding paragraphs of this Section 7case may be, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. If In case any such claim or action shall be is brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein, in and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party; provided, however, that if, unless in any such indemnified party's reasonable judgment, judgment a conflict of interest between such indemnified party and the indemnifying party exists parties may exist in respect of such claim, then 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 have not be liable to such indemnified party for any legal or other expenses subsequently incurred by the right latter in connection with the defense thereof other than reasonable costs of investigation. In the event that the indemnifying party advises an indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to participate notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of such claim and to employ one firm of attorneys at the indemnifying party's expense to represent such indemnified party; and provided further that if, in the reasonable judgment of any indemnified party, a conflict of interest between such indemnified party and any other indemnified parties exists in respect of such claim, each proceeding or action, the indemnified party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party which relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to one additional participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as to the status of the defense; provided, however, that the failure to keep the indemnifying party so informed shall not affect the obligations of the indemnifying party hereunder. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall be obligated to pay the fees and expenses of such additional counselnot unreasonably withhold, delay or condition its consent. Once the No indemnifying party has assumed shall, without the defense consent of any claimthe indemnified party, no indemnified party will consent to entry of any judgment or enter into any settlement without which does not include as an unconditional term thereof the indemnifying party's consent giving by the claimant or plaintiff to such judgment indemnified party of a release from all liability in respect to such claim or settlement, which shall not be unreasonably withheldlitigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding with respect to which involving a claim for indemnification may be made pursuant referred to this in Section 71.4(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 indemnifying party of the commencement of such actionaction or proceeding; 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 Section 1.4(a) or (b), as the preceding paragraphs of this Section 7case may be, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. If In case any such claim or action shall be is brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate thereinin and to assume the defense thereof, and, jointly with any other indemnifying party similarly notified to the extent that it wishesmay wish, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the 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 (excluding professional fees) incurred in connection with complying with requests for production, depositions, interrogatories and the like; provided, however, that if, in any if the indemnified party's reasonable judgment, party reasonably believes it is advisable for it to be represented by separate counsel because it has been advised by counsel that there exists a conflict of interest between its interests and those of the indemnifying party with respect to such claim, or there exist defenses available to such indemnified party and which may not be available to the indemnifying party, or if the indemnifying party exists in respect of shall fail to assume responsibility for such claimdefense, then such the indemnified party shall have the right may retain counsel satisfactory to participate in the defense of such claim and to employ one firm of attorneys at the indemnifying party's expense to represent such indemnified party; and provided further that if, in the reasonable judgment of any indemnified party, a conflict of interest between such indemnified party and any other indemnified parties exists in respect of such claim, each such indemnified party shall be entitled to one additional counsel it and the indemnifying party shall be obligated to pay the all fees and expenses of such additional counselcounsel in accordance with Section 1.4(a) or (b) hereof, as applicable. Once the No indemnifying party has assumed the defense shall be liable for any settlement of any claimaction or proceeding effected without its prior written consent, no which consent shall not be unreasonably withheld, conditioned or delayed. No indemnifying party shall, without the consent of the indemnified party will party, consent to the entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation or which requires action or provides an admission of liability by the indemnified party or relief other than the payment of money by the indemnifying party (without any recourse to, or contribution by, an indemnified party). No indemnified party shall consent to entry of judgment or enter into any settlement of such action the defense of which has been assumed by an indemnifying party without the consent of such indemnifying party's consent to . Each indemnified party shall furnish such judgment information regarding itself or settlement, which the claim in question as an indemnifying party may reasonably request in writing and as shall not be unreasonably withheldreasonably requested in connection with the defense of such claim and litigation resulting therefrom.

Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding with respect to which involving a claim for indemnification may be made pursuant referred to in the preceding subdivisions of this Section 7SECTION 2.6, 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, 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 paragraphs subdivisions of this Section 7SECTION 2.6, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. If In case any such claim or action shall be is brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein, in and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party; provided, however, that if, unless in any such indemnified party's reasonable judgment, judgment a conflict of interest between such indemnified party and the indemnifying party exists parties may exist in respect of such claim, then 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 shall have the right of its election so to participate in assume the defense of such claim and to employ one firm of attorneys at thereof, the indemnifying party's expense party shall not be liable to represent such indemnified party; and provided further that ifparty for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. If, in the reasonable judgment of any indemnified party, a conflict of interest may exist between such Person and the indemnifying party with respect to such claim, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person if such Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party. An indemnifying party that is not entitled to, or elects not to, assume the defense of a claim will not be 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 and any other of such indemnified parties exists in with respect of to such claim, each such indemnified party shall be entitled to one additional counsel and in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counselcounsel or counsels. Once the No indemnifying party has assumed the defense shall be liable for any settlement of any claimaction or proceeding effected without its written consent. No indemnifying party shall, no without the consent of the indemnified party will party, consent to entry of any judgment or enter into any settlement without that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation or that requires action other than the payment of money by the indemnifying party's consent to such judgment or settlement, which shall not be unreasonably withheld.

Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 74.5, 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 paragraphs of this Section 74.5, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. If In case any such claim or action shall be is brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein, and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the unless in such indemnified party; provided, however, that if, in any indemnified party's ’s reasonable judgment, judgment a conflict of interest between such indemnified party and the indemnifying party exists parties may exist in respect of such claim, then or there are separate defenses available to such indemnified party, or the indemnifying party shall have the right fails to participate in timely assume the defense of such claim claim, the indemnifying party will be entitled to participate in and to employ one firm of attorneys at assume the defense thereof, jointly with any other indemnifying party's expense party similarly notified to represent the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; , and provided further that if, in after notice from the reasonable judgment of any indemnified party, a conflict of interest between indemnifying party to such indemnified party and any other indemnified parties exists in respect of such claimits election so to assume the defense thereof, each the indemnifying party will not be liable to such indemnified party shall be entitled to one additional counsel and for any legal or other expenses subsequently incurred by the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel. Once the indemnifying party has assumed latter in connection with the defense thereof other than reasonable costs of any claim, no indemnified investigation. No indemnifying party will consent to entry of any judgment or enter into any settlement without which does not include, as an unconditional term thereof, the indemnifying party's consent giving by the claimant or plaintiff to such judgment indemnified party of a release from all liability in respect to such claim or settlement, which shall not be unreasonably withheld.litigation. (d)

Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding with respect to which involving a claim for indemnification may be made pursuant referred to in the preceding paragraphs of this Section 79, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter indemnifying party of the commencement of such action; providedaction or proceeding, 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 paragraphs of this Section 79, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. If In case any such claim or action shall be is brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall will be entitled to participate thereintherein and to assume the defense thereof, andjointly with any other indemnifying party similarly notified, to the extent that it wishesmay wish, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the such indemnified party; provided, howeverand after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party 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 except for the reasonable fees and expenses of no more than one counsel retained by such indemnified party to monitor such action or proceeding. Notwithstanding the foregoing, if such indemnified party reasonably determines, based upon advice of independent counsel, that if, in any indemnified party's reasonable judgment, a conflict of interest may exist between such the indemnified party and the indemnifying party exists in with respect of to such claim, then action and that it is advisable for such indemnified party shall have the right to participate in the defense of be represented by separate counsel, such claim and indemnified party may retain other counsel, reasonably satisfactory to employ one firm of attorneys at the indemnifying party's expense , to represent such indemnified party; and provided further that if, in the reasonable judgment of any indemnified party, a conflict of interest between such indemnified party and any other indemnified parties exists in respect of such claim, each such indemnified party shall be entitled to one additional counsel and the indemnifying party shall be obligated to pay the all reasonable fees and expenses of such additional counsel. Once the No indemnifying party has assumed party, in the defense of any claimsuch claim or litigation, no shall, except with the consent of such indemnified party will party, which consent shall not be unreasonably withheld or delayed, consent to entry of any judgment or enter into any settlement without which does not include as an unconditional term thereof the indemnifying party's consent giving by the claimant or plaintiff to such judgment indemnified party of a release from all liability in respect of such claim or settlement, which shall not be unreasonably withheldlitigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding with respect to which involving a claim for indemnification may be made pursuant referred to in paragraph (a) or (b) of this Section 72.6, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give prompt 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 paragraphs of this Section 72.6, except to the extent that the indemnifying party is actually and materially prejudiced by such failure to give notice. If In case any such claim or action shall be is brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate thereinin and to assume the defense thereof (such assumption to constitute its acknowledgment of its agreement to indemnify the indemnified party with respect to such matters), and, jointly with any other indemnifying party similarly notified to the extent that it wishesmay wish, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the 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 fees or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in any such indemnified party's reasonable judgment, a conflict of interest between such indemnified party and the indemnifying party exists parties may exist in respect of such claim, then such indemnified party shall have be entitled to separate counsel for such claim at the right expense of the indemnifying party; and provided, further, that, unless there exists a conflict of interest among indemnified parties, all indemnified parties in respect of such claim shall be entitled to participate in only one counsel or firm of counsel for all such indemnified parties. In the event an indemnifying party shall not be entitled, or elects not, to assume the defense of a claim, such claim indemnifying party shall not be obligated to pay the fees and to employ expenses of more than one counsel or firm of attorneys at the counsel for all parties indemnified by such indemnifying party's expense to represent party in respect of such indemnified party; and provided further that ifclaim, unless in the reasonable judgment of any such indemnified party, party a conflict of interest exists between such indemnified party and any other of such indemnified parties exists in respect of such claim, each such indemnified party shall be entitled to one additional counsel and in which event the indemnifying party shall be obligated to pay the fees and expenses of one additional counsel or firm of counsel for such additional counselindemnified parties. Once the No indemnifying party has assumed shall, without the defense consent of any claimthe indemnified party, no indemnified party will consent to entry of any judgment or enter into any settlement without that (i) does not include as an unconditional term thereof the indemnifying party's consent giving by the claimant or plaintiff to such judgment indemnified party of a release from all Losses in respect of such claim or settlementlitigation or (ii) would impose injunctive relief on such indemnified party. No indemnifying party shall be subject to any Losses for any settlement made without its consent, which consent shall not be unreasonably withheld.. (d)

Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder of written or notice of the commencement of any action or proceeding with respect to which involving a claim for indemnification may be made pursuant referred to in the preceding subdivisions of this Section 72.7, 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 paragraphs subdivisions of this Section 72.7, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. If In case any such claim or action shall be is brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein, in and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party; provided, however, that if, unless in any such indemnified party's reasonable judgment, judgment a conflict of interest between such indemnified party and the indemnifying party exists parties may exist in respect of such claim, then 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; provided, however, that all indemnified parties with respect to a claim shall have the right to participate employ one separate counsel in connection with their participation in the defense of such claim and to employ one firm the fees and expenses of attorneys at such counsel shall be paid by the indemnifying party's expense to represent such indemnified party; and provided further that party if, but only if, in the reasonable judgment of any such indemnified partyparties, based upon the written advice of counsel, a conflict of interest exists between such indemnified party and any other indemnified parties exists in respect of such claim, each such indemnified party shall be entitled to one additional counsel and the indemnifying party with respect to such claim. An indemnifying party who does not elect to participate in the defense of a claim, together with all other indemnifying parties, shall not be obligated to pay the fees and expenses of more than one counsel for all indemnified parties with respect to any such additional counselclaim. Once the No indemnifying party has assumed the defense shall be liable for any settlement of any claimaction or proceeding effected without its written consent. No indemnifying party shall, no without the consent of the indemnified party will party, consent to entry of any judgment or enter into any settlement without which does not include as an unconditional term thereof the indemnifying party's consent giving by the claimant or plaintiff to such judgment indemnified party of a release from all liability in respect to such claim or settlement, which shall not be unreasonably withheldlitigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding with respect to which involving a claim for indemnification may be made pursuant referred to in the preceding paragraphs of this Section 74, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter such indemnifying party 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 paragraphs of this Section 74, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. If In case any such claim or action shall be is brought against an indemnified party, unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and it indemnifying parties may exist with respect to such claim, such indemnified party shall notify the permit such indemnifying party thereof, the indemnifying party shall be entitled to participate therein, and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof of such claim with counsel reasonably satisfactory to the indemnified party; provided, however, that if, in any indemnified party's reasonable judgment, a conflict of interest between such indemnified party and the indemnifying party exists in respect of such claim, then such indemnified party person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim claim, but the fees and expenses of such counsel shall be at the expense of such person unless (A) the indemnifying party has agreed to pay such fees or expenses or (B) in the reasonable judgment of any such person, based upon written advice of its counsel, a conflict of interest exists between such person and the indemnifying party with respect to such claims (in which case, if the person notifies the indemnifying party in writing that the party elects to employ one firm separate counsel at the expense of attorneys at the indemnifying party's expense , the indemnifying party shall not have the right to represent assume the defense of such claim on behalf of such person). If such defense is assumed by the indemnifying party as permitted hereunder, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party; party without its consent (but such consent will not be unreasonably withheld, conditioned or delayed). 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 (i) such settlement or compromise contains a full and provided further that ifunconditional release of the indemnified party of all liability in respect to such claim or litigation or (ii) 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 obligated to pay the fees and expenses of more than one counsel (plus local 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 and any other of such indemnified parties exists in with respect of to such claim, each such indemnified party shall be entitled to one additional counsel and in which event the indemnifying party shall be obligated to pay the reasonable fees and expenses disbursements of such additional counselcounsel or counsels. Once the indemnifying party has assumed the defense The indemnification provided for under this Agreement shall remain in full force and effect regardless of any claim, no investigation made by or on behalf of the indemnified party will consent to entry and shall survive the transfer of any judgment or enter into any settlement without the indemnifying party's consent to such judgment or settlement, which shall not be unreasonably withheldsecurities.

Notices of Claims, Etc. Promptly after receipt by an indemnified ---------------------- party hereunder of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 7Article IX, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, promptly 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 paragraphs subsections of this Section 7Article IX, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. If In case any such claim or action shall be is brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein, and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party; provided, however, that if, unless in any such indemnified party's reasonable judgment, judgment a conflict of interest between such indemnified party and the indemnifying party exists parties may exist in respect of such claim, then the indemnifying party will be entitled to participate in and, jointly with any other indemnifying party similarly notified, to assume the defense thereof, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party of its election so to assume the defense thereof, the indemnifying party 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, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof, and the indemnifying party will not be subject to any liability for any settlement made without its consent (which consent shall have not be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the right giving by the claimant or plaintiff to participate such indemnified party of a release from all liability in respect to such claim or litigation. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such claim and indemnifying party with respect to employ one firm of attorneys at the indemnifying party's expense to represent such indemnified party; and provided further that ifclaim, unless in the reasonable judgment of any indemnified party, party a conflict of interest may exist between such indemnified party and any other of such indemnified parties exists in with respect of to such claim, each such indemnified party shall be entitled to one additional counsel and in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel. Once the indemnifying party has assumed the defense of any claim, no indemnified party will consent to entry of any judgment counsel or enter into any settlement without the indemnifying party's consent to such judgment or settlement, which shall not be unreasonably withheldcounsels.

Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding with respect to which involving a claim for indemnification may be made pursuant referred to this in Section 72.7(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; providedPROVIDED, 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 paragraphs subdivisions of this Section 72.7, except to the extent that the indemnifying party is actually and materially prejudiced by such failure to give notice. If In case any such claim or action shall be brought against an any indemnified party, party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein, therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying partymay wish, to assume the defense thereof thereof, with counsel reasonably satisfactory to the such indemnified party; providedPROVIDED, howeverHOWEVER, that ifany indemnified party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action or proceeding in which both the Company and an indemnified party's reasonable judgmentparty is, or is reasonably likely to become, a conflict of interest between such indemnified party and the indemnifying party exists in respect of such claimparty, then such indemnified party shall have the right to participate in employ separate counsel at the Company's expense and to control its own defense of such claim and to employ one firm of attorneys at the indemnifying party's expense to represent such indemnified party; and provided further that action or proceeding if, in the reasonable judgment opinion of any counsel to such indemnified party, a conflict of interest between (a) there are or may be legal defenses available to such indemnified party and any or to other indemnified parties that are different from or additional to those available to the Company or (b) any conflict or potential conflict exists in respect of such claim, each between the Company and such indemnified party that would make such separate representation advisable; PROVIDED, HOWEVER, that in no event shall the Company be entitled required to pay fees and expenses under this Section 2.7 for more than one additional firm of attorneys representing the indemnified parties (together, if appropriate, with one firm of local counsel and the per jurisdiction) in any one legal action or group of related legal actions. No indemnifying party shall be obligated to pay the fees and expenses liable for any settlement of such additional counselany action or proceeding effected without its written consent, which consent shall not be unreasonably withheld. Once the No indemnifying party has assumed shall, without the defense consent of any claimthe indemnified party, no indemnified party will which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement without which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation or which requires action other than the payment of money by the indemnifying party's consent to such judgment or settlement, which shall not be unreasonably withheld.

Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding with respect to which involving a claim for indemnification may be made pursuant referred to this in Section 72.7(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; providedPROVIDED, 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 paragraphs subdivisions of this Section 72.7, except to the extent that the indemnifying party is actually and materially prejudiced by such failure to give notice. If In case any such claim or action shall be brought against an any indemnified party, party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein, therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying partymay wish, to assume the defense thereof thereof, with counsel reasonably satisfactory to the such indemnified party; providedPROVIDED, howeverHOWEVER, that ifany indemnified party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action or proceeding in which both the Company and an indemnified party's reasonable judgmentparty is, or is reasonably likely to become, a conflict of interest between such indemnified party and the indemnifying party exists in respect of such claimparty, then such indemnified party shall have the right to participate in employ separate counsel at the Company's expense and to control its own defense of such claim and to employ one firm of attorneys at the indemnifying party's expense to represent such indemnified party; and provided further that action or proceeding if, in the reasonable judgment opinion of any counsel to such indemnified party, a conflict of interest between (a) there are or may be legal defenses available to such indemnified party and any or to other indemnified parties that are different from or additional to those available to the Company or (b) any conflict or potential conflict exists in respect of such claim, each between the Company and such indemnified party that would make such separate representation advisable; PROVIDED, HOWEVER, that in no event shall the Company be entitled required to pay fees and expenses under this Section 2.7 for more than one additional firm of attorneys representing the indemnified parties (together, if appropriate, with one firm of local counsel and the per jurisdiction) in any one legal action or group of related legal actions. No indemnifying party shall be obligated to pay the fees and expenses liable for any settlement of such additional counselany action or proceeding effected without its written consent, which consent shall not be unreasonably withheld. Once the No indemnifying party has assumed shall, without the defense consent of any claimthe indemnified party, no indemnified party will which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement without which does not include as a term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation or which requires action other than the payment of money by the indemnifying party's consent to such judgment or settlement, which shall not be unreasonably withheld.

Notices of Claims, Etc. Promptly As soon as possible after the receipt by an ---------------------- indemnified party hereunder of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 75.04, 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 such notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding paragraphs of this Section 75.04, except to the extent that the indemnifying party is actually prejudiced by such failure to give noticefailure. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein, and, to the extent that it wishes, therein and jointly with any other similarly notified indemnifying party, party to assume the defense thereof with counsel reasonably satisfactory to the indemnified party; provided, however, that the indemnifying party shall not be entitled -------- to so participate or so assume the defense if, in any the indemnified party's reasonable judgment, a conflict of interest between such the indemnified party and the indemnifying party exists in with respect of to such claim, then . After notice from the indemnifying party to such indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 5.04 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof; provided, that the Stockholders and their respective officers, -------- directors and controlling persons or Hiway and its officers, directors and controlling persons, as the case may be, shall have the right to participate in the defense of such claim and to employ one firm of attorneys at the indemnifying party's expense counsel to represent such indemnified party; and provided further that parties if, in the such indemnified parties' reasonable judgment of any indemnified partyjudgment, a conflict of interest between such the indemnified party parties and any other indemnified the indemnifying parties exists in respect of to such claim, each such indemnified party shall be entitled to one additional counsel and in that event the indemnifying party shall be obligated to pay the reasonable fees and expenses of such additional counselseparate counsel shall be paid by the indemnifying party. Once In the event that the indemnifying party has assumed fails to elect to assume the defense of any claimsuch claim or action, no the Stockholders and their respective officers, directors and controlling persons or Hiway and its officers, directors and controlling person, as the case may be, shall have the right to employ one counsel (together with appropriate local counsel) to represent such indemnified parties and, in that event, the reasonable fees and expenses of such separate counsel shall be paid by the indemnifying party. No indemnifying party will consent to entry of any judgment or enter into any settlement without that does not include as term thereof the indemnifying party's consent giving by the claimant or plaintiff to such judgment indemnified party of an unconditional release from all liability in respect of such claim or settlement, which shall not be unreasonably withheldlitigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding with respect to which involving a claim for indemnification may be made pursuant referred to this in Section 72.7(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, 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 paragraphs subdivisions of this Section 72.7, except to the extent that the indemnifying party is actually and materially prejudiced by such failure to give notice. If In case any such claim or action shall be brought against an any indemnified party, party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein, therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying partymay wish, to assume the defense thereof thereof, with counsel reasonably satisfactory to the such indemnified party; provided, howeverfurther, that ifany indemnified party may, at its own expense, retain separate counsel to participate in, but not control, such defense. Notwithstanding the foregoing, in any action or proceeding in which both the Company and an indemnified party's reasonable judgmentparty is, or is reasonably likely to become, a conflict of interest between such indemnified party and the indemnifying party exists in respect of such claimparty, then such indemnified party shall have the right to participate in employ separate counsel at the Company's expense and to control its own defense of such claim and to employ one firm of attorneys at the indemnifying party's expense to represent such indemnified party; and provided further that action or proceeding if, in the reasonable judgment opinion of any counsel to such indemnified party, a conflict of interest between (a) there are or may be legal defenses available to such indemnified party and any or to other indemnified parties that are different from or additional to those available to the Company or (b) any conflict or potential conflict exists in respect of such claim, each between the Company and such indemnified party that would make such separate representation advisable; provided, however, that in no event shall the Company be entitled required to pay fees and expenses under this Section 2.7 for more than one additional firm of attorneys representing the indemnified parties (together, if appropriate, with one firm of local counsel and the per jurisdiction) in any one legal action or group of related legal actions. No indemnifying party shall be obligated to pay the fees and expenses liable for any settlement of such additional counselany action or proceeding effected without its written consent, which consent shall not be unreasonably withheld. Once the No indemnifying party has assumed shall, without the defense consent of any claimthe indemnified party, no indemnified party will which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement without which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability with respect to such claim or litigation or which requires action other than the payment of money by the indemnifying party's consent to such judgment or settlement, which shall not be unreasonably withheld.

Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding with respect to which involving a claim for indemnification may be made pursuant referred to in the preceding paragraphs of this Section 79, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter indemnifying party of the commencement of such action; providedaction or proceeding, 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 paragraphs of this Section 79, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. If In case any such claim or action shall be is brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall will be entitled to participate thereintherein and to assume the defense thereof, andjointly with any other indemnifying party similarly notified, to the extent that it wishesmay wish, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the such indemnified party; provided, howeverand after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party 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 except for the reasonable fees and expenses of any counsel retained by such indemnified party to monitor such action or proceeding. Notwithstanding the foregoing, if such indemnified party reasonably determines, based upon advice of independent counsel, that if, in any indemnified party's reasonable judgment, a conflict of interest may exist between such the indemnified party and the indemnifying party exists in with respect of to such claim, then action and that it is advisable for such indemnified party shall have the right to participate in the defense of be represented by separate counsel, such claim and indemnified party may retain other counsel, reasonably satisfactory to employ one firm of attorneys at the indemnifying party's expense , to represent such indemnified party; and provided further that if, in the reasonable judgment of any indemnified party, a conflict of interest between such indemnified party and any other indemnified parties exists in respect of such claim, each such indemnified party shall be entitled to one additional counsel and the indemnifying party shall be obligated to pay the all reasonable fees and expenses of such additional counsel. Once the No indemnifying party has assumed party, in the defense of any claimsuch claim or litigation, no shall, except with the consent of such indemnified party will party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement without which does not include as an unconditional term thereof the indemnifying party's consent giving by the claimant or plaintiff to such judgment indemnified party of a release from all liability in respect of such claim or settlement, which shall not be unreasonably withheldlitigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder of written notice of a claim, demand or the commencement of any action or proceeding with respect to which involving a claim for indemnification may be made pursuant referred to in the preceding subdivisions of this Section 72.8, such indemnified party will, if a claim in respect thereof is to be made by an indemnified party against an indemnifying party, give prompt written notice to the latter of such claim, demand or 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 paragraphs subdivisions of this Section 72.8, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. If In case any such claim or action shall be is brought against an indemnified party, unless in the opinion of counsel to such indemnified party a conflict of interest between such indemnified party and it shall notify the indemnifying party thereofmay exist in respect of such claim, the indemnifying party shall be entitled to participate thereinin and to assume the defense thereof, and, jointly with any other indemnifying party similarly notified to the extent that it wishesmay wish, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the such indemnified party; provided, howeverand after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, that ifthe 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. 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 with respect to such claim, unless in any the opinion of counsel to an indemnified party's reasonable judgment, party a conflict of interest between such indemnified party and the indemnifying party exists other indemnified parties may exist in respect of such claim, then such indemnified party shall have the right to participate in the defense of such claim and to employ one firm of attorneys at the indemnifying party's expense to represent such indemnified party; and provided further that if, in the reasonable judgment of any indemnified party, a conflict of interest between such indemnified party and any other indemnified parties exists in respect of such claim, each such indemnified party shall be entitled to one additional counsel and which event the indemnifying party shall be obligated to pay the fees and expenses of an additional counsel for each such additional counselindemnified party as to which such conflict exists. Once the No indemnifying party has assumed shall, without the defense consent of any claimthe indemnified party, no indemnified party will consent to entry of any judgment or enter into any settlement without with respect to any claim, demand, action or proceeding against the indemnified party which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. If the indemnifying party has agreed to indemnify the indemnified party for any action or proceeding, then whether or not such defense is assumed by the indemnifying party's consent to such judgment or settlement, the indemnifying party shall not be liable for any settlement made without its consent, which consent shall not be unreasonably withheld.

Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding with respect to which involving a claim for indemnification may be made pursuant referred to in the preceding paragraphs of this Section 72.6, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying partyparty hereunder, 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 therein shall not relieve the indemnifying party of its obligations under the preceding paragraphs of this Section 7, except 2.6 unless the failure to provide prompt written notice shall cause actual prejudice to the extent that indemnifying party. In case any such action is brought against an indemnified party and it notifies the indemnifying party is actually prejudiced by of the commencement thereof, the indemnifying party shall have the right to retain counsel reasonably satisfactory to such failure indemnified party to give noticedefend against such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. If In case any such claim or action shall be is brought against an indemnified party, and it shall notify the indemnifying party will be entitled to participate therein 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 will not be entitled liable to participate therein, and, to such indemnified party for any legal or other expenses subsequently incurred by the extent that it wishes, jointly latter in connection with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party; providedthereof, however, provided that if, in any indemnified party's reasonable judgment, a conflict of interest between if such indemnified party and the indemnifying party exists in reasonably determine, based upon advice of their respective independent counsel, that a conflict of interest may exist between the indemnified party and the indemnifying party with respect of to such claim, then action and that it is advisable for such indemnified party shall have the right to participate in the defense of be represented by separate counsel, such claim and indemnified party may retain other counsel, reasonably satisfactory to employ one firm of attorneys at the indemnifying party's expense , to represent such indemnified party; and provided further that if, in the reasonable judgment of any indemnified party, a conflict of interest between such indemnified party and any other indemnified parties exists in respect of such claim, each such indemnified party shall be entitled to one additional counsel and the indemnifying party shall be obligated to pay the all reasonable fees and expenses of such additional counsel. Once the No indemnifying party has assumed party, in the defense of any claimsuch claim or litigation, no shall, except with the consent of such indemnified party will party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement without which does not include as an unconditional term thereof the indemnifying party's consent giving by the claimant or plaintiff to such judgment indemnified party of a release from all liability in respect to such claim or settlement, which shall not be unreasonably withheldlitigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding with respect to which involving a claim for indemnification may be made pursuant referred to in the preceding paragraphs of this Section 72.7, 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 therein shall not relieve the indemnifying party of its obligations under the preceding paragraphs of this Section 7, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice2.7. If In case any such claim or action shall be is brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall will be entitled to participate therein, andin and to assume the defense thereof, to the extent that it wishesmay wish, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the such indemnified party; provided, howeverand after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party 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, provided that if, in any indemnified party's reasonable judgment, a conflict of interest between if such indemnified party and the indemnifying party exists in reasonably determine, based upon advice of their respective independent counsel, that a conflict of interest may exist between the indemnified party and the indemnifying party with respect of to such claim, then action and that it is thus advisable for such indemnified party shall have the right to participate in the defense of be represented by separate counsel, such claim and indemnified party may retain other counsel, satisfactory to employ one firm of attorneys at the indemnifying party's expense , to represent such indemnified party; and provided further that if, in the reasonable judgment of any indemnified party, a conflict of interest between such indemnified party and any other indemnified parties exists in respect of such claim, each such indemnified party shall be entitled to one additional counsel and the indemnifying party shall be obligated to pay the all reasonable fees and expenses of such additional counsel. Once the No indemnifying party has assumed in the defense of any claimsuch claim or litigation, no shall, except with the consent of such indemnified party will party, consent to entry of any judgment or enter into any settlement without which does not include as an unconditional term thereof the indemnifying party's consent giving by the claimant or plaintiff to such judgment indemnified party of a release from all liability in respect of such claim or settlement, which shall not be unreasonably withheldlitigation.

Notices of Claims, Etc. Promptly As soon as possible after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding against an indemnified party hereunder with respect to which a claim for indemnification may be made pursuant to this Section 7Article IX, 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 paragraphs of this Section 7Article IX, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereofthere- of, the indemnifying party shall be entitled to participate therein, and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party; provided, however, PROVIDED that the indemnifying party shall not be entitled to so participate or so assume the defense if, in any the indemnified party's reasonable judgment, a conflict of interest between such the indemnified party and the indemnifying party exists in respect of such claim, then . After notice from the indemnifying party to such indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Article IX for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof; PROVIDED that the sellers and their respective officers, directors, general and limited partners and controlling Persons or the Company and its officers, directors and controlling Persons, as the case may be, shall have the right to participate in the defense of such claim and to employ one firm of attorneys at the indemnifying party's expense counsel to represent such indemnified parties if, in such indemnified parties' reasonable judgment, a conflict of interest between the indemnified parties exists in respect of such claim, and in that event the fees and expenses of such separate counsel shall be paid by the indemnifying party; and provided further PROVIDED FURTHER that if, in the reasonable judgment of any of the indemnified partyparties, a conflict of interest exists between such indemnified party parties and any other indemnified parties exists in respect of such claimparties, each such indemnified party parties shall be entitled to one additional counsel or counsels and the indemnifying party shall be obligated to pay the fees and expenses of such additional counselcounsel or counsels. Once No indemnifying party, without the indemnifying party has assumed consent of the defense of any claimindemnified party, no indemnified party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. No indemnified party shall consent to entry of any judgment or enter into any settlement of any such action the defense of which has been assumed by an indemnifying party without the consent of such indemnifying party's consent to such judgment or settlement, which shall not be unreasonably withheld.

Notices of Claims, Etc. Promptly after receipt by an indemnified ---------------------- party hereunder of written notice of the commencement of any action or proceeding with respect to which involving a claim for indemnification may be made pursuant referred to in the preceding subdivisions of this Section 7SECTION 2.6, 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, 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 paragraphs subdivisions of this Section 7SECTION 2.6, except to the ----------- extent that the indemnifying party is actually prejudiced by such failure to give notice. If In case any such claim or action shall be is brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein, in and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party; provided, however, that if, unless in any such indemnified party's reasonable judgment, judgment a conflict of interest between such indemnified party and the indemnifying party exists parties may exist in respect of such claim, then 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 shall have the right of its election so to participate in assume the defense of such claim and to employ one firm of attorneys at thereof, the indemnifying party's expense party shall not be liable to represent such indemnified party; and provided further that ifparty for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. If, in the reasonable judgment of any indemnified party, a conflict of interest may exist between such Person and the indemnifying party with respect to such claim, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person if such Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party. An indemnifying party that is not entitled to, or elects not to, assume the defense of a claim will not be 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 and any other of such indemnified parties exists in with respect of to such claim, each such indemnified party shall be entitled to one additional counsel and in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counselcounsel or counsels. Once the No indemnifying party has assumed the defense shall be liable for any settlement of any claimaction or proceeding effected without its written consent. No indemnifying party shall, no without the consent of the indemnified party will party, consent to entry of any judgment or enter into any settlement without that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation or that requires action other than the payment of money by the indemnifying party's consent to such judgment or settlement, which shall not be unreasonably withheld.

Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding with respect to which (including any governmental investigation) involving a claim for indemnification may be made pursuant referred to this in Section 72.8(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, 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 paragraphs subdivisions of this Section 72.8, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. If In case any such claim or action shall be brought against an any indemnified party, party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein, therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying partymay wish, to assume the defense thereof thereof, with counsel reasonably satisfactory to the such indemnified party; provided, however, that ifany indemnified party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action or proceeding in which both the Company and an indemnified party's reasonable judgmentparty is, or is reasonably likely to become, a conflict of interest between such indemnified party and the indemnifying party exists in respect of such claimparty, then such indemnified party shall have the right to participate in employ separate counsel at the Company's expense and to control its own defense of such claim and to employ one firm of attorneys at the indemnifying party's expense to represent such indemnified party; and provided further that action or proceeding if, in the reasonable judgment opinion of any counsel to such indemnified party, a conflict of interest between (a) there are or may be legal defenses available to such indemnified party and any or to other indemnified parties that are different from or additional to those available to the Company or (b) any conflict or potential conflict exists in respect of such claim, each between the Company and such indemnified party that would make such separate representation advisable; provided, however, that in no event shall the Company be required to pay fees and expenses under this Section 2.8 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. No indemnifying party shall be entitled to one additional counsel and liable for any settlement of any action or proceeding effected without its written consent, which consent shall not be unreasonably withheld unless the indemnifying party shall be obligated have agreed in writing in a form satisfactory to the indemnified party to pay the fees any amount (and expenses of such additional counsel. Once not challenge an indemnified party's right to indemnification under this Section 2.8) required to be paid to settle a claim, in which case the indemnifying party has assumed may grant or withhold its consent in its sole discretion. No indemnifying party shall, without the defense prior written consent of any claimthe indemnified party, no indemnified party will consent to entry of any judgment or enter into any settlement without that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation or which requires action other than the payment of money by the indemnifying party's consent to such judgment or settlement, which shall not be unreasonably withheld.

Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder of written notice of a claim or the commencement of any action or proceeding with respect to which involving a claim for indemnification may be made pursuant referred to in the preceding paragraphs of this Section 73.7, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying partyparty hereunder, give written notice to the latter of such claim or the commencement of such action; providedaction or proceeding, however, provided that the failure of any indemnified party to give notice as provided herein therein shall not relieve the indemnifying party of its obligations under the preceding paragraphs of this Section 7, except 3.7 to the extent that such failure as not prejudiced the indemnifying party is actually prejudiced by such failure to give noticeparty. If In case any such claim claim, action or action shall be proceeding is made or brought against an indemnified party, and it shall notify the indemnifying party will be entitled to participate therein 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 will not be entitled liable to participate therein, and, to such indemnified party for any legal or other expenses subsequently incurred by the extent that it wishes, jointly latter in connection with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party; providedthereof, however, provided that if, in any indemnified party's reasonable judgment, a conflict of interest between if such indemnified party and the indemnifying party exists in reasonably determine, based upon advice of their respective independent counsel, that a conflict of interest may exist between the indemnified party and the indemnifying party with respect of to such claim, then action or proceeding and that it is advisable for such indemnified party shall have the right to participate in the defense of be represented by separate counsel, such claim and indemnified party may retain other counsel, reasonably satisfactory to employ one firm of attorneys at the indemnifying party's expense , to represent such indemnified party; and provided further that if, in the reasonable judgment of any indemnified party, a conflict of interest between such indemnified party and any other indemnified parties exists in respect of such claim, each such indemnified party shall be entitled to one additional counsel and the indemnifying party shall be obligated to pay the all reasonable fees and expenses of such additional counsel. Once the No indemnifying party has assumed party, in the defense of any such claim, no action, proceeding or litigation, shall, except with the consent of such indemnified party will party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement without which does not include as an unconditional term thereof the indemnifying party's consent giving by the claimant or plaintiff to such judgment indemnified party of a release from all liability in respect to such claim or settlement, which shall not be unreasonably withheldlitigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding with respect to which involving a claim for indemnification may be made pursuant referred to in the preceding subdivisions of this Section 73.6, 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, 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 paragraphs subdivisions of this Section 73.6, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. If In case any such claim or action shall be is brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein, in and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party; provided, however, that if, unless in any such indemnified party's reasonable judgment, judgment a conflict of interest between such indemnified party and the indemnifying party exists parties may exist in respect of such claim, then 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 shall have the right of its election so to participate in assume the defense of such claim and to employ one firm of attorneys at the indemnifying party's expense to represent such indemnified party; and provided further that ifthereof, in the reasonable judgment of any indemnified party, a conflict of interest between such indemnified party and any other indemnified parties exists in respect of such claim, each such indemnified party shall be entitled to one additional counsel and the indemnifying party shall not be obligated liable to pay such indemnified party for any legal or other expenses subsequently incurred by the fees and expenses latter in connection with the defense thereof other than reasonable costs of such additional counselinvestigation. Once the No indemnifying party has assumed the defense shall be liable for any settlement of any claimaction or proceeding effected without its written consent. No indemnifying party shall, no without the consent of the indemnified party will party, consent to entry of any judgment or enter into any settlement without which does not include as an unconditional term thereof the indemnifying party's consent giving by the claimant or plaintiff to such judgment indemnified party of a release from all liability in respect to such claim or settlement, which shall not be unreasonably withheldlitigation.

Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding with respect to which or threat of claim involving a claim for indemnification may be made pursuant referred to in the preceding subdivisions of this Section 73, 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; providedaction or threat of claim, 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 paragraphs subdivisions of this Section 73, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. If In case any such claim or action shall be is brought against an indemnified party, unless and it shall notify except to the extent that in the reasonable judgment of the indemnified party, based on advice of counsel, a conflict of interest between such indemnified and indemnifying party thereofparties exists in respect of such claim, the indemnifying party shall be entitled to participate thereinin and to assume the defense thereof, andjointly with any other indemnifying party similarly notified, to the extent that it wishesthe indemnifying party may wish, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the such indemnified party; provided, however, that if, in any indemnified party's reasonable judgment, a conflict of interest between and after notice from the indemnifying party to such indemnified party and the indemnifying party exists in respect of such claim, then such indemnified party shall have the right its election so to participate in assume the defense of such claim and to employ one firm of attorneys at the indemnifying party's expense to represent such indemnified party; and provided further that ifthereof, in the reasonable judgment of any indemnified party, a conflict of interest between such indemnified party and any other indemnified parties exists in respect of such claim, each such indemnified party shall be entitled to one additional counsel and the indemnifying party shall not be obligated liable to pay such indemnified party for any legal or other expenses subsequently incurred by the fees and expenses of such additional counsel. Once the indemnifying party has assumed latter in connection with the defense thereof other than reasonable costs of any claim, no investigation. No indemnified party will shall consent to entry of any judgment or enter into any settlement of any such action the defense of which has been assumed by an indemnifying party without the consent of such indemnifying party's consent to such judgment or settlement, which shall not be unreasonably withheld.

Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding with respect to which involving a claim for indemnification may be made pursuant referred to in the preceding subdivisions of this Section 72.7, 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 obligation s under the preceding paragraphs subdivisions of this Section 72.7, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. If In case any such claim or action shall be is brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein, in and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the unless in such indemnified party; provided, however, that if, in any indemnified party's ’s reasonable judgment, judgment a conflict of interest between such indemnified party and the indemnifying party exists parties may exist in respect of such claim, then such indemnified party shall have the right to participate in assume the defense of such claim and thereof, jointly with any other indemnifying party similarly notified to employ the extent that it may wish, with one firm of attorneys at the indemnifying party's expense counsel reasonable satisfactory to represent such indemnified party; and provided further that if, in the reasonable judgment of any indemnified party, a conflict of interest between such indemnified party and any all other indemnified parties exists in respect of such claimthat may be represented without conflict by one counsel, each and after written notice from the indemnifying party to such indemnified party shall and all other indemnified parties that may be entitled represented without conflict by one counsel, and after written notice from the indemnifying party to one additional counsel and such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be obligated liable to pay such indemnified party for any legal or other expenses subsequently incurred by the fees and expenses latter in connection with the defense thereof other that reasonable costs of such additional counselinvestigation. Once the No indemnifying party has assumed the defense shall be liable for any settlement of any claimaction or proceeding effected without its written consent. No indemnifying party shall, no without the consent of the indemnified party will party, consent to entry of any judgment or enter into any settlement without the indemnifying party's consent to such judgment or settlement, which shall does not be unreasonably withheldinclude as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.