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 5, 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, 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 subsections of this Section 5, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party 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 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 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 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 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels.

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 subsections of this Section 53.6, 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 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 the preceding subsections of this Section 53.6, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in such the opinion of outside counsel to the indemnified party's reasonable judgment party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and after the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofthereof and approval by the indemnified party of such counsel, the indemnifying party will shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof, thereof other than reasonable costs of investigation (unless the first proviso 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 preceding sentence shall be subject to any liability for any settlement made without its consent (which consent shall not be unreasonably withheldapplicable). No indemnifying party will shall be liable for any settlement of any action or proceeding effected without its written consent. No indemnifying party shall, without the consent of the indemnified party, 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. 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 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels.

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 5action, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, promptly give written notice party pursuant to the latter indemnification provisions of or contemplated by this Section 8, notify such indemnifying party in writing of the commencement of such action; provided, 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 other than under the preceding subsections indemnification provisions of this or contemplated by Section 5, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice8(a) or 8(b) hereof. In case any such action is shall be brought against any indemnified party and it shall notify an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will of the commencement thereof, such indemnifying party shall be entitled to participate in and therein and, to assume the defense thereofextent that it shall wish, jointly with any other indemnifying party similarly notified notified, to assume the extent that it may wishdefense thereof, with counsel reasonably satisfactory to such indemnified party, and and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the such indemnifying party will shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses expenses, in each case subsequently incurred by the latter such indemnified party, in connection with the defense thereofthereof other than reasonable costs of investigation. Notwithstanding the foregoing, unless any indemnified party shall have the right to employ separate counsel in any such indemnified party's reasonable judgment a conflict of interest between such indemnified action and indemnifying parties arises participate in respect of such claim after the assumption of the defense thereof, but the fees and expenses of such counsel shall be at the expense of the indemnified party unless the indemnified party shall have been advised by counsel that representation of the indemnified party by counsel provided by the indemnifying party will not would be subject inappropriate due to any liability for any settlement made without its consent (which consent shall not be unreasonably withheld). No actual or potential conflicting interests between the indemnifying party will consent and the indemnified party, including situations in which there are one or more legal defenses available 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 that are different from all liability in respect or additional to such claim or litigation. An those available to the indemnifying party; provided, however, that the indemnifying party who is not entitled toshall not, in connection with any one such action or elects not toproceeding or separate but substantially similar actions or proceedings arising out of the same general allegations, assume the defense of a claim will not be obligated to pay liable for the fees and expenses of more than one counsel separate firm of attorneys at any time for all parties indemnified parties, except to the extent that local counsel, in addition to its regular counsel, is required in order to effectively defend against such action or proceeding. The indemnifying party shall not be required to indemnify any indemnified party for any amount paid or payable by such indemnified party in the settlement of any action, proceeding or investigation without the written consent of the indemnifying party, which consent shall not be unreasonably withheld. 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, unless in compromise or judgment (i) includes an unconditional release of the reasonable judgment indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counselsparty.

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 53(e), 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 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 subsections of this Section 53(e), except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's ’s reasonable judgment a conflict of interest between such indemnified party and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereofand, jointly with any other indemnifying party similarly notified 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 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, unless in such indemnified party's ’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 not be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which 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. 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 in any single jurisdiction 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counselscounsels as may be reasonably necessary. Notwithstanding anything to the contrary set forth herein, and without limiting any of the rights set forth above, in any event any party will have the right to retain, at its own expense, counsel with respect to the defense of a 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 subsections of this Section 52.6, such indemnified party willshall, 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 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 the preceding subsections of this Section 52.6, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 2.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in such the opinion of outside counsel to the indemnified party's reasonable judgment party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and after the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, however, that the indemnifying party shall be obligated to pay for only one counsel and one local counsel for all indemnified parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofthereof and approval by the indemnified party of such counsel, the indemnifying party will shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof, thereof other than reasonable costs of investigation (unless the first proviso 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 preceding sentence shall be applicable). No indemnifying party will not shall be subject to any liability liable for any settlement made of any action or proceeding effected without its written consent. No indemnifying party shall, without the consent of the indemnified party (which consent shall not be unreasonably withheldwithheld or delayed). 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 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 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 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels.

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 57.4 (a) or (b), 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 subsections subdivisions of this Section 57.4, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is shall be brought against an any indemnified party, unless in such indemnified party's reasonable judgment a conflict party and it shall notify the indemnifying party of interest between such indemnified and indemnifying parties may exist in respect of such claimthe commencement thereof, the indemnifying party will shall be entitled to participate in and to assume the defense thereoftherein and, jointly with any other indemnifying party similarly notified to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, that any 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 after notice from an indemnified party is, or is reasonably likely to become, a party, such indemnified party shall have the indemnifying party right to employ separate counsel at the Company's expense and to control its own defense of such action or proceeding if (a) there are or may be legal defenses available to such indemnified party of its election so or to assume other indemnified parties that are different from or additional to those available to the defense thereof, Company or (b) any actual conflict exists between the indemnifying party will not be liable to Company and such indemnified party for that would make such separate representation advisable; provided, however, that the Company may limit the fees and expenses that it pays in any one legal action or other group of related legal actions to those fees and expenses subsequently incurred of one firm of attorneys (together with appropriate local counsel), which firm of attorneys (together with appropriate legal counsel) shall be designated in writing 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 majority of the defense thereofindemnified parties who are a party to, and the or are reasonably likely to become parties to, such legal action or group of related legal actions. No indemnifying party will not shall be subject to any liability liable for any settlement made of any action or proceeding effected without its consent (written consent, which consent shall not be unreasonably withheld)withheld or delayed. No indemnifying party will shall, without the consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, consent to entry of any judgment or enter into any settlement 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 who is not entitled to, litigation or elects not to, assume which requires action other than the defense payment of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified money 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counselsparty.

Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder under this Section 5 of written notice of any claim or the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 5action, such the indemnified party willshall, if a claim in respect thereof is to be made against an the indemnifying partyparty under this Section 5, promptly give written notice to notify the latter indemnifying party in writing of the claim or the commencement of such that action; provided, however, that the failure of any indemnified to notify the indemnifying party to give notice as provided herein shall not relieve the indemnifying party of its obligations it from any liability that it may have under the preceding subsections of this Section 5, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case If any such claim or action is shall be brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and it shall notify the indemnifying parties may exist in respect of such claimparty thereof, the indemnifying party will shall be entitled to participate in and therein and, to assume the defense thereofextent that it wishes, jointly with any other indemnifying party similarly notified indemnifying party, to assume the defense thereof with counsel satisfactory to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after . After notice from the indemnifying party to such the indemnified party of its election so to assume the defense thereofof such claim or action, the indemnifying party will shall not be liable to such the indemnified party under this Section 5 for any legal or other expenses subsequently incurred by the latter indemnified party in connection with the defense thereofthereof other than reasonable costs of investigation; provided, unless in such however, that the indemnified party's reasonable judgment a conflict party shall have the right to employ counsel to represent jointly the indemnified party and its respective directors, employees, officers and controlling persons who may be subject to liability arising out of interest between such indemnified and indemnifying parties arises any claim in respect of which indemnity may be sought by the indemnified party against the indemnifying party under this Section 5 if (1) employment of such claim after counsel has been authorized in writing by the assumption indemnifying party, or (2) such indemnifying party shall not have employed counsel to have charge of the defense of such proceeding within 30 days of the receipt of notice thereof, or (3) such indemnified party shall have reasonably concluded that the representation of such indemnified party and those directors, employees, officers and controlling persons by the same counsel representing the indemnifying party will not would be subject inappropriate under applicable standards of professional conduct due to actual or potential differing interests between them or where there may be one or more defenses available to them that are different from, additional to or in conflict with those available to the indemnifying party, and in any liability for any settlement made without its consent such event (which consent (1), (2) or (3)) the fees and expenses of such separate counsel shall be paid by the indemnifying party as incurred. It is understood that the indemnifying party shall 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 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 who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay liable for the fees and expenses of more than one separate firm (in addition to local counsel in each jurisdiction) for all indemnified parties indemnified by such in connection with any proceeding or related proceedings. No indemnifying party shall, without the prior written consent of the indemnified parties, effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened claim, investigation, action or proceeding in respect of which indemnity or contribution may be or could have been sought hereunder (whether or not the indemnified party or parties are actual or potential parties thereto) unless (x) such settlement, compromise or judgment (i) includes an unconditional release of such indemnified party from all liability arising out of such claim, action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or failure to act by or on behalf of any indemnified party, and (y) the indemnifying party confirms in writing its indemnification obligations hereunder with respect to such claimsettlement, 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel compromise or counselsjudgment.

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 subsections of this Section 52.6, such indemnified party willshall, 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 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 the preceding subsections of this Section 52.6, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 2.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in such the opinion of outside counsel to the indemnified party's reasonable judgment party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and after the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, however, that the indemnifying party shall be obligated to pay for only one counsel and one local counsel for all indemnified parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofthereof and approval by the indemnified party of such counsel, the indemnifying party will shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof, thereof other than reasonable costs of investigation (unless the first proviso 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 preceding sentence shall be subject to any liability for any settlement made without its consent (which consent shall not be unreasonably withheldapplicable). No indemnifying party will shall be liable for any settlement of any action or proceeding effected without its written consent. No indemnifying party shall, without the consent of the indemnified party, 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. 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 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels.

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 5Section, 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, 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 subsections subdivisions of this Section 5Section, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist actually exists in respect of such claimclaim or if the defendants in any such action include both the indemnified party and the indemnifying party, and the indemnified party shall have reasonably concluded that there may be defenses available to it which are different from or additional to those available to the indemnifying party (in either of which cases the indemnified party shall have the right to select a separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses relating to such participation to be reimbursed by the indemnifying party as incurred), the indemnifying party will shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so as to assume the defense thereof, the indemnifying party will shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof, unless in such indemnified party's thereof other than reasonable judgment a conflict costs 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 not be unreasonably withheld)investigation. No indemnifying party will shall, without the consent of the indemnified party, 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. 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 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels.

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 58, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, promptly give written notice to the latter indemnifying party of the commencement of such action; providedaction or proceeding, 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 subsections paragraphs of this Section 58, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will shall be entitled to participate in therein and to assume the defense thereof, jointly with any other indemnifying party similarly notified notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party 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 thereof except for the reasonable fees and expenses of any counsel retained by such indemnified party's reasonable judgment party to monitor such action or proceeding. Notwithstanding the foregoing, if such indemnified party reasonably determines, based upon advice of independent counsel, that a conflict of interest may exist between the indemnified party and the indemnifying party with respect to such action and that it is advisable for such indemnified and party to be represented by separate counsel, such indemnified party may retain other counsel, reasonably satisfactory to the indemnifying parties arises in respect of party, to represent such claim after the assumption of the defense thereofindemnified party, and the indemnifying party will not be subject to shall pay all reasonable fees and expenses of such counsel. No indemnifying party, in the defense of any liability for any settlement made without its such claim or litigation, shall, except with the consent (of such indemnified party, which consent shall 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 giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to of 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 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels.

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 510(h), such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, promptly give prompt 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 subsections paragraphs of this Section 510(h), except to the extent that the indemnifying party is actually and materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's ’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will shall be entitled to participate in and to assume the defense thereof, jointly for itself, if applicable, together with any other indemnifying indemnified party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified partynotified, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will shall not be liable to such the indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof; provided, unless in that if (i) any indemnified party shall have reasonably concluded that there may be one or more legal or equitable defenses available to such indemnified party which are additional to or conflict with those available to the indemnifying party, or that such claim or litigation involves or could have an effect upon matters beyond the scope of the indemnity provided hereunder, or (ii) such action seeks an injunction or equitable relief against any indemnified party or involves actual or alleged criminal activity, the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party without such indemnified party's reasonable judgment a conflict prior written consent (but, without such consent, shall have the right to participate therein with counsel of interest between its choice) and 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 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 giving by the claimant or plaintiff to reimburse such indemnified party and any Person controlling such indemnified party for that portion 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 any counsel for all parties retained by the indemnified party which is reasonably related to the matters covered by such the indemnity provided hereunder. The indemnifying party with respect shall not, without the consent of the indemnified party, consent to such claimany judgment or settlement that (i) does not contain a full and unconditional release of the indemnified party from all liability concerning any claim or litigation; (ii) includes a statement about or an admission of fault, unless in the reasonable judgment culpability or a failure to act by or on behalf of any indemnified party a conflict of interest may exist between such party; or (iii) commits any indemnified party and to take, or hold back from taking, any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counselsaction.

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 54, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, promptly give written notice to the latter such indemnifying party of the commencement of such actionaction or proceeding; provided, 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 subsections paragraphs of this Section 54, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action or proceeding is brought against an indemnified party, unless in such indemnified party's ’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in with respect of to such claim, the such indemnified party shall permit such indemnifying party will 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, of such claim with counsel reasonably satisfactory to such the indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and after notice from expenses of such counsel shall be at the expense of such person unless (i) the indemnifying party has agreed to pay such indemnified fees or expenses, (ii) the indemnifying party of its election so shall have failed to assume the defense thereof, of such claim and employ counsel reasonably satisfactory to such person within a reasonable time after receipt of notice of such claim from the person entitled to indemnification hereunder or (iii) in the indemnified party’s reasonable judgment (based upon advice of its counsel) there may be material legal defenses available to it or other indemnified parties that are different from or in addition to those available to 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 may exist between it or other indemnified parties and the indemnifying party with respect to any such indemnified and claim. If such defense is not assumed by the indemnifying parties arises in respect of such claim after the assumption of the defense thereofparty as permitted hereunder, and the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (which consent consent. If such defense is assumed by the indemnifying party pursuant to the provisions hereof, such indemnifying party shall not be unreasonably withheld). No indemnifying party will settle or otherwise compromise, except with the consent to entry of any judgment the indemnified party, unless (x) such settlement or enter into any settlement which does not include as an compromise (i) contains a full and unconditional term thereof the giving by the claimant or plaintiff to such release of all indemnified party parties of a release from all liability in respect of or arising out of all such claims or proceedings that are the subject matter of such proceeding and all claims and proceedings in respect of which the indemnified party could have been subject to claims or proceedings based upon the actions or inactions underlying such claim claims or litigationproceedings, (ii) imposes no liability or obligation on the indemnified party, (iii) does not contain any statement of wrongdoing, culpability, malfeasance or fault by or on behalf of the indemnified party and (iv) provides only for a cash payment that is paid in full by the indemnifying party or (y) 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 party, a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the reasonable fees and expenses disbursements of such additional counsel or counsels. The indemnifying party shall not be liable for any settlement of any proceeding effected without its prior written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment.

Notices of Claims, Etc. Promptly after receipt by an In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to either Section 6(a) or 6(b) above, the indemnified party shall promptly notify the indemnifying party in writing, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may otherwise have otherwise than on account of written notice this indemnity. The indemnifying party, upon request of the commencement indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any action or proceeding with respect such proceeding, any indemnified party shall have the right to which a claim for indemnification may retain its own counsel, but the fees and expenses of such counsel shall be made pursuant to this Section 5, at the expense of such indemnified party willunless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, 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, that the failure legal expenses of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section 5, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with any proceeding or related proceedings in the defense thereofsame jurisdiction, 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 liable for any settlement made without its consent (which consent shall 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 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 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 separate firm (in addition to any local counsel) for all indemnified parties indemnified by and that all such fees and expenses shall be reimbursed as they are incurred. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect to such claim, unless in the reasonable judgment of which any indemnified party is or could have been a conflict party and indemnity could have been sought hereunder by such indemnified party, unless such settlement (i) includes an unconditional release of interest may exist between such indemnified party and any other from all liability on claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of an indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counselsparty.

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 58, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, promptly give written notice to the latter indemnifying party of the commencement of such actionaction or proceeding; provided, 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 subsections paragraphs of this Section 58, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will shall be entitled to participate in therein and to assume the defense thereof, jointly with any other indemnifying party similarly notified notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party 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 thereof except for the reasonable fees and expenses of any counsel retained by such indemnified party's reasonable judgment party to monitor such action or proceeding. Notwithstanding the foregoing, if such indemnified party reasonably determines, based upon advice of independent counsel, that a conflict of interest may exist between the indemnified party and the indemnifying party with respect to such action and that it is advisable for such indemnified and party to be represented by separate counsel, such indemnified party may retain other counsel, reasonably satisfactory to the indemnifying parties arises in respect of party, to represent such claim after the assumption of the defense thereofindemnified party, and the indemnifying party will not be subject to shall pay all reasonable fees and expenses of such counsel. No indemnifying party, in the defense of any liability for any settlement made without its such claim or litigation, shall, except with the consent (of such indemnified party, which consent shall not be unreasonably withheld). No indemnifying party will , consent to entry of any judgment or enter into any settlement which does not include unless such judgment, compromise or settlement (A) includes 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 of such claim or litigation. An indemnifying party who is , (B) does not entitled toinclude a statement as to or an admission of fault, culpability or elects not toa failure to act, 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 or on behalf of any indemnified party a conflict party, and (C) does not require any action other than the payment of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, in which event money by the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counselsparty.

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 59, such indemnified party willshall, 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, PROVIDED 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 subsections of this Section 59, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereofthereof other than reasonable costs of investigation; PROVIDED that the indemnified party shall have the right to employ counsel to represent the indemnified party and its respective controlling persons, unless in such indemnified party's reasonable judgment a conflict directors, officers, general or limited partners, employees or agents who may be subject to liability arising out of interest between such indemnified and indemnifying parties arises any claim in respect of which indemnity may be sought by the indemnified party against such claim after indemnifying party under this Section 9 PROVIDED that the assumption employment of such counsel shall be at the expense of the defense thereofindemnified party, and unless (i) the indemnifying party will not be subject shall have agreed in writing to any liability for any settlement made without its consent pay the expenses of such counsel, (which consent ii) the indemnifying party shall not have promptly employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action or counsel or (iii) any indemnified party shall have reasonably concluded that there may be unreasonably withheld)defenses available to such indemnified party or its respective controlling persons, directors, officers, employees or agents which are in conflict with or in addition to those available to the indemnifying party, and in that event the reasonable fees and expenses of one firm of separate counsel for the indemnified party (in addition to the reasonable fees and expenses of one firm serving as local counsel) shall be paid by the indemnifying party. No indemnifying party will shall 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. 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 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels.

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 subsections of this Section 52.6, such indemnified party willshall, 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 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 the preceding subsections of this Section 52.6, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 2.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in such the opinion of outside counsel to the indemnified party's reasonable judgment party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and after the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are in conflict with or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, however, that the indemnifying party shall be obligated to pay for only one counsel and one local counsel for all indemnified parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofthereof and approval by the indemnified party of such counsel, the indemnifying party will shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof, thereof (unless the first proviso 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 preceding sentence shall be subject to any liability for any settlement made without its consent (which consent shall not be unreasonably withheldapplicable). No indemnifying party will shall be liable for any settlement of any action or proceeding effected without its written consent. No indemnifying party shall, without the consent of the indemnified party, 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. 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 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels.

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 510(h), such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, promptly give prompt 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 subsections paragraphs of this Section 510(h), except to the extent that the indemnifying party is actually and materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's ’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will shall be entitled to participate in and to assume the defense thereof, jointly for itself, if applicable, together with any other indemnifying indemnified party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified partynotified, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will shall not be liable to such the indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof; provided, unless in such that if (i) any 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 shall have reasonably concluded that there may be subject to any liability for any settlement made without its consent (which consent shall not be unreasonably withheld). No indemnifying party will consent to entry of any judgment one or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant more legal or plaintiff equitable defenses available to such indemnified party of a release from all liability in respect which are additional to or conflict with those available to the indemnifying party, or that such claim or litigation. An litigation involves or could have an effect upon matters beyond the scope of the indemnity provided hereunder, or (ii) such action seeks an injunction or equitable relief against any indemnified party or involves actual or alleged criminal activity, the indemnifying party who is shall not entitled to, or elects not to, have the right to assume the defense of a claim will not be obligated such action on behalf of such indemnified party without such indemnified party’s prior written consent (but, without such consent, shall have the right to pay participate therein with counsel of its choice) and such indemnifying party shall reimburse such indemnified party and any Person controlling such indemnified party for that portion of the fees and expenses of more than one any counsel for all parties retained by the indemnified party which is reasonably related to the matters covered by such the indemnity provided hereunder. The indemnifying party with respect shall not, without the consent of the indemnified party, consent to such claimany judgment or settlement that (i) does not contain a full and unconditional release of the indemnified party from all liability concerning any claim or litigation; (ii) includes a statement about or an admission of fault, unless in the reasonable judgment culpability or a failure to act by or on behalf of any indemnified party a conflict of interest may exist between such party; or (iii) commits any indemnified party and to take, or hold back from taking, any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counselsaction.

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 58, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, promptly give written notice to the latter indemnifying party of the commencement of such actionaction or proceeding; provided, 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 subsections paragraphs of this Section 58, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will shall be entitled to participate in therein and to assume the defense thereof, jointly with any other indemnifying party similarly notified notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party 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 thereof except for the reasonable fees and expenses of any counsel retained by such indemnified party's reasonable judgment party to monitor such action or proceeding. Notwithstanding the foregoing, if such indemnified party reasonably determines, based upon advice of independent counsel, that a conflict of interest may exist between the indemnified party and the indemnifying party with respect to such action and that it is advisable for such indemnified and party to be represented by separate counsel, such indemnified party may retain other counsel, reasonably satisfactory to the indemnifying parties arises in respect of party, to represent such claim after the assumption of the defense thereofindemnified party, and the indemnifying party will not be subject to shall pay all reasonable fees and expenses of such counsel. No indemnifying party, in the defense of any liability for any settlement made without its such claim or litigation, shall, except with the consent (of such indemnified party, which consent shall 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 giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to of 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 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels.

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 52.10, 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 subsections subdivisions of this Section 52.10, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict and it notifies an indemnifying party of interest between such indemnified and indemnifying parties may exist in respect of such claimthe commencement thereof, the indemnifying party will be entitled to participate in and therein, and, to the extent it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof. Notwithstanding the foregoing, jointly with the indemnified party shall have the right to employ its own counsel in any other indemnifying party similarly notified to such case, but the extent that it may wish, with fees and expenses of such counsel reasonably satisfactory to shall be at the expense of such indemnified party, and after notice from party unless (i) the employment of such counsel shall have been authorized in writing by 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, 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 action, (ii) the assumption indemnifying party shall not have employed counsel to have charge of the defense thereofof such action within a reasonable time after notice of commencement of the action, and or (iii) such indemnified party shall have reasonably concluded that there may be defenses available to it which are different from or additional to those available to the indemnifying party will (in which case the indemnifying party shall not have the right to direct the defense of such action on behalf of the indemnified party), in any of which events such fees and expenses shall be borne by the indemnifying party. In no event shall the indemnifying party be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from its own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, and which counsel shall be approved by the indemnifying party, whose approval shall not be subject to any liability unreasonably withheld. No indemnifying party shall be liable for any settlement made of any action or proceeding effected without its consent (written consent, which consent shall not be unreasonably withheld). No indemnifying party will shall, without the consent of the indemnified party, 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 of 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 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels.

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 subsections of this Section 52.6, such indemnified party willshall, 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 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 the preceding subsections of this Section 52.6, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 2.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in such the opinion of outside counsel to the indemnified party's reasonable judgment party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and after the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, however, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofthereof and approval by the indemnified party of such counsel, the indemnifying party will shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof, thereof other than reasonable costs of investigation (unless the first proviso 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 preceding sentence shall be subject to any liability for any settlement made without its consent (which consent shall not be unreasonably withheldapplicable). No indemnifying party will shall be liable for any settlement of any action or proceeding effected without its written consent. No indemnifying party shall, without the consent of the indemnified party, 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. 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 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels.

Notices of Claims, Etc. Promptly after receipt by an indemnified party Any person entitled to indemnification hereunder of shall give prompt written notice to the indemnifying party of any claim or the commencement of any action or proceeding with respect to which a claim for it seeks indemnification may be made pursuant to this Section 5, 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 actionhereto; provided, however, that any delay or failure to so notify the failure of any indemnified indemnifying party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section 5, except hereunder only to the extent extent, if at all, that it is actually and materially prejudiced by reason of such delay or failure. The indemnifying party shall have the right, exercisable by giving written notice to an indemnified party promptly after the receipt of written notice from such indemnified party of such claim or proceeding, to assume, at the indemnifying party’s expense, the defense of any such claim or proceeding, with counsel reasonably acceptable to such indemnified party; provided that (i) any indemnified party shall have the right to select and employ separate counsel and to participate in the defense of any such claim or proceeding, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (A) the indemnifying party is actually materially prejudiced by has agreed in writing to pay such failure fees or expenses or (B) the indemnifying party shall have failed to give notice. In case any such action is brought against an indemnified partyassume, unless or in such indemnified party's reasonable judgment the event of a conflict of interest between such indemnified and indemnifying parties may exist in respect cannot assume, the defense of such claim, the indemnifying party will be entitled claim or proceeding within a reasonable time after receipt of notice of such claim or proceeding or fails 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 employ counsel reasonably satisfactory to such indemnified party or to pursue the defense of such claim in a reasonably vigorous manner or (C) the named parties to any proceeding (including impleaded parties) include both such indemnified and the indemnifying party, and after notice from such indemnified party has reasonably concluded (based upon advice of its counsel) that there may be legal defenses available to it that are inconsistent with those available to the indemnifying party or that a conflict of interest is likely to exist among such indemnified party of its election so and any other indemnified parties (in which case the indemnifying party shall not have the right to assume the defense thereofof such action on behalf of such indemnified party); and (ii) subject to clause (i)(C) above, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter shall not, 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 any one such claim after or proceeding or separate but substantially similar or related claims or proceedings in the assumption same jurisdiction, arising out of the defense thereofsame general allegations or circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the indemnified parties, or for fees and expenses that are not reasonable. Whether or not the indemnifying party will not be subject to any liability for any settlement made without its consent (which consent assumes the defense, the indemnifying party shall not be unreasonably withheld)have the right to settle such action without the consent of the indemnified party. No indemnifying party will shall consent to entry of any judgment or enter into any settlement which (x) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release release, in form and substance reasonably satisfactory to the indemnified party, from all liability in respect to of such claim or litigation. An indemnifying litigation for which such indemnified party who is not would be entitled to, to indemnification hereunder or elects not to, assume (y) involves the defense imposition of a claim will not be obligated to pay equitable remedies or 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 imposition of any obligations on the indemnified party or adversely affects such indemnified party other than as a conflict result of interest may exist between financial obligations for which such indemnified party would be entitled to indemnification hereunder. The indemnification provided for under this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and will survive the registration and sale of any other securities by any person entitled to any indemnification hereunder and the expiration or termination of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counselsthis Agreement.

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 subsections of this Section 52.6, such indemnified party willshall, 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 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 the preceding subsections of this Section 52.4, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 2.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in such the opinion of outside counsel to the indemnified party's reasonable judgment party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and after the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are in conflict with or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, however, that the indemnifying party shall be obligated to pay for only one counsel and one local counsel for all indemnified parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofthereof and approval by the indemnified party of such counsel, the indemnifying party will shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof, thereof (unless the first proviso 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 preceding sentence shall be subject to any liability for any settlement made without its consent (which consent shall not be unreasonably withheldapplicable). No indemnifying party will shall be liable for any settlement of any action or proceeding effected without its written consent. No indemnifying party shall, without the consent of the indemnified party, 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. 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 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels.

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 subsections of this Section 53.6, such indemnified party willshall, 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 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 the preceding subsections of this Section 53.6, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in such the opinion of outside counsel to the indemnified party's reasonable judgment party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and after the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, however, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofthereof and approval by the indemnified party of such counsel, the indemnifying party will shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof, thereof other than reasonable costs of investigation (unless the first proviso 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 preceding sentence shall be subject to any liability for any settlement made without its consent (which consent shall not be unreasonably withheldapplicable). No indemnifying party will shall be liable for any settlement of any action or proceeding effected without its written consent. No indemnifying party shall, without the consent of the indemnified party, 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. 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 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels.

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 55.4, 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, 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 subsections of this Section 5Sections 5.4(a) or 5.4(b), except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereofthereof other than reasonable costs of investigation. If, unless the indemnified party has been advised by counsel that having common counsel would result in such indemnified party's reasonable judgment a conflict of interest between the interests of such indemnified and indemnifying parties arises in respect of parties, then such claim after the assumption of the defense thereof, and indemnified party may employ separate counsel reasonably acceptable to the indemnifying party will not be subject to any liability for any settlement made without its consent (which consent represent or defend such indemnified party in such action, it being understood, however, that the indemnifying party shall not be unreasonably withheld)liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all such indemnified parties (and not more than one separate firm of local counsel at any time for all such indemnified parties) in such action. 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 giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to of 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 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels.

Notices of Claims, Etc. Promptly after receipt by an In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to either Section 6(a) or 6(b) above, the indemnified party hereunder of written notice shall promptly notify the indemnifying party in writing and the indemnifying party, upon request of the commencement indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any action or proceeding with respect such proceeding, any indemnified party shall have the right to which a claim for indemnification may retain its own counsel, but the fees and expenses of such counsel shall be made pursuant to this Section 5, at the expense of such indemnified party willunless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, 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, that the failure legal expenses of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section 5, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with any proceeding or related proceedings in the defense thereofsame jurisdiction, 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 liable for any settlement made without its consent (which consent shall 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 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 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 separate firm (in addition to any local counsel) for all indemnified parties indemnified by and that all such fees and expenses shall be reimbursed as they are incurred. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect to such claim, unless in the reasonable judgment of which any indemnified party is or could have been a conflict party and indemnity could have been sought hereunder by such indemnified party, unless such settlement (i) includes an unconditional release of interest may exist between such indemnified party and any other from all liability on claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of an indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counselsparty.

Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder Indemnified Person 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 5action, such indemnified party willIndemnified Person shall, if a claim in respect thereof is to be made against an indemnifying party, promptly give written notice Indemnifying Person pursuant to the latter indemnification provisions of or contemplated by this Section 6, notify such Indemnifying Person in writing of the commencement of such action; provided, that but the failure of any indemnified party omission so to give notice as provided herein notify the Indemnifying Person shall not relieve the indemnifying party of its obligations it from any liability which it may have to any Indemnified Person otherwise than under the preceding subsections indemnification provisions of this or contemplated by Section 5, except 6(a) or 6(b) hereof to the extent that the indemnifying party Indemnifying Person is actually not materially prejudiced by such failure to give noticeomission. In case any such action is shall be brought against any Indemnified Person and it shall notify an indemnified partyIndemnifying Person of the commencement thereof, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will Indemnifying Person shall be entitled to participate in and therein and, to the extent that it shall wish, jointly with any other Indemnifying Person similarly notified, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified partyIndemnified Person (who shall not, and except with the consent of the Indemnified Person, be counsel to the Indemnifying Person), and, after notice from the indemnifying party Indemnifying Person to such indemnified party Indemnified Person of its election so to assume the defense thereof, the indemnifying party will such Indemnifying Person shall not be liable to such indemnified party Indemnified Person for any legal expenses of other counsel or any other expenses expenses, in each case subsequently incurred by the latter such Indemnified Person, in connection with the defense thereofthereof other than reasonable costs of investigation; provided, unless in however, that such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after Indemnified Person shall have the assumption of the defense thereof, and the indemnifying party will not be subject right to any liability for any settlement made without retain its consent (which consent shall 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 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 who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay own counsel with the fees and expenses of not more than one counsel for all parties indemnified such Indemnified Person to be paid by such indemnifying party with respect to such claimthe Company, unless if, in the reasonable judgment opinion of any indemnified party a conflict such Indemnified Person the representation by such counsel of interest may exist such Indemnified Person and the Company would be inappropriate due to actual or potential differing interests between such indemnified party Indemnified Person and any other party represented by such counsel in such proceeding, and provided, further, that the Indemnifying Person shall not be required to pay for more than one such separate counsel for all similarly situated Indemnified Persons in connection with any indemnification claim. No Indemnifying Person shall, without the written consent of the Indemnified Person, 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 Person 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 Person from all liability arising out of such indemnified parties with respect action or claim and (ii) does not include a statement as to such claimor an admission of fault, in which event the indemnifying party shall be obligated culpability or a failure to pay the fees and expenses act by or on behalf of such additional counsel or counselsany Indemnified Person.

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 54, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, promptly 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 subsections paragraphs of this Section 54, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's ’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in with respect of to such claim, the such indemnified party shall permit such indemnifying party will 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, of such claim with counsel reasonably satisfactory to such the indemnified party; provided, however, that any person entitled to indemnification hereunder shall have the right to employ separate counsel and after notice from to participate in the defense of such 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 indemnified fees or expenses or (B) the indemnifying party of its election so shall have failed to assume the defense thereof, of such claim and employ counsel reasonably satisfactory to such person within a reasonable time after receipt of notice of such claim from the person entitled to indemnification hereunder. If such defense is not assumed by 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 thereofas permitted hereunder, 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 by the indemnified party without its consent (which but such consent shall will not be unreasonably withheld, conditioned or delayed). No If such defense is assumed by the indemnifying party will consent pursuant to entry 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 unconditional release 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 litigationlitigation 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 party, a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the reasonable fees and expenses disbursements of such additional counsel or counsels. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party and shall survive the transfer of securities.

Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder under Section 5(a) or 5(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 5action, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, promptly give written notice party pursuant to the latter indemnification provisions of or contemplated by this Section 5, notify such indemnifying party in writing of the commencement of such action; provided, that but the failure of omission so to notify the indemnifying party shall not relieve it from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event 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 subsections indemnification provisions of this or contemplated by Section 5, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice5(a) or 5(b) hereof. In case any such action is shall be brought against any indemnified party and it shall notify an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will of the commencement thereof, such indemnifying party shall be entitled to participate in and therein and, to assume the defense thereofextent that it shall wish, jointly with any other indemnifying party similarly notified notified, to assume the extent that it may wishdefense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, and be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the such indemnifying party will shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses expenses, in each case subsequently incurred by the latter such indemnified party, in connection with the defense thereof, unless in such indemnified party's thereof other than reasonable judgment a conflict costs of interest between such indemnified and indemnifying parties arises in respect of such claim after investigation. To the assumption of the defense thereof, and the extent that an indemnifying party will not be subject to any liability for any settlement made without its consent (which consent shall 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 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 who is not entitled to, or elects not to, assume the defense of a claim will not any such action, it is understood and agreed that the indemnifying party shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be obligated to pay liable for the fees and expenses of more than one counsel separate firm (in addition to any local counsel) for all parties indemnified by parties, and that all 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 fees and any other of such indemnified parties with respect to such claim, in which event the indemnifying party expenses shall be obligated to pay reimbursed as they are incurred; provided that the fees and expenses of such additional separate firm or any local counsel shall be reasonable. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or counselscompromise 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 (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any 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 in the preceding paragraphs of this Section 57.12, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, promptly give written notice to the latter indemnifying party of the commencement of such action; providedaction or proceeding, 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 subsections paragraphs of this Section 57.12, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will shall be entitled to participate in therein and to assume the defense thereof, jointly with any other indemnifying party similarly notified notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party 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 thereof except for the reasonable fees and expenses of any counsel retained by such indemnified party's reasonable judgment party to monitor such action or proceeding. Notwithstanding the foregoing, if such indemnified party reasonably determines, based upon advice of independent counsel, that a conflict of interest may exist between the indemnified party and the indemnifying party with respect to such action and that it is advisable for such indemnified and party to be represented by separate counsel, such indemnified party may retain other counsel, reasonably satisfactory to the indemnifying parties arises in respect of party, to represent such claim after the assumption of the defense thereofindemnified party, and the indemnifying party will not be subject to shall pay all reasonable fees and expenses of such counsel. No indemnifying party, in the defense of any liability for any settlement made without its such claim or litigation, shall, except with the consent (of such indemnified party, which consent shall 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 giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to of 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 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels.

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 subsections of this Section 52.6, such indemnified party willshall, 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 actionaction or proceeding; providedPROVIDED, 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 subsections of this Section 52.6, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 2.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in such the opinion of outside counsel to the indemnified party's reasonable judgment party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; PROVIDED, HOWEVER, that if the defendants in any such action or proceeding include both the indemnified party and after the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, PROVIDED, HOWEVER, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofthereof and approval by the indemnified party of such counsel, the indemnifying party will shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof, thereof other than reasonable costs of investigation (unless the first proviso 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 preceding sentence shall be subject to any liability for any settlement made without its consent (which consent shall not be unreasonably withheldapplicable). No indemnifying party will shall be liable for any settlement of any action or proceeding effected without its written consent. No indemnifying party shall, without the consent of the indemnified party, 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. 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 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels.

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 53.7, 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, 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 subsections subdivisions of this Section 53.7, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will 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, unless thereof other than reasonable costs of investigation. 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's reasonable judgment a conflict of interest between party which relates to such action or claim. The indemnifying party shall keep the indemnified and indemnifying parties arises in respect of such claim after party fully apprised at all times as to the assumption status of the defense thereof, and or any settlement negotiations with respect thereto. If the indemnifying party will elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not be subject assume such defense, the indemnified party shall keep the indemnifying party apprised as to any liability for any settlement made without its consent (which consent the status of the defense; provided, however, that the failure to keep the indemnifying party so informed shall not be unreasonably withheld)affect the obligations of the indemnifying party hereunder. No indemnifying party will shall be liable for any settlement of any action, claim or proceeding effected without its written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement or other compromise 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 who is not entitled toFollowing indemnification as provided for hereunder, 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 with respect to such claim, in which event the indemnifying party shall be obligated subrogated to pay all rights of the fees and expenses of such additional counsel indemnified party with respect to all third parties, firms or counselscorporations relating to the matter for which indemnification has been made.

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 51.4, such the indemnified party will, if a claim in that respect thereof is to be made against an indemnifying party, promptly give written notice to the latter of the commencement of such the action; provided, that the failure of any indemnified party to give notice as provided herein in this Section 1.4(c) shall not relieve the indemnifying party of its obligations under the preceding subsections subdivisions of this Section 51.4, except to the extent that the indemnifying party is actually materially prejudiced by such the failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will shall be entitled to participate in and to assume the defense thereofof the action, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such the indemnified party, and after notice from the indemnifying party to such the indemnified party of its election so to assume the defense thereofof the action, the indemnifying party will shall not be liable to such the indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereofof the action other than reasonable costs of investigation; provided, unless in such that 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 such indemnified its interests and indemnifying parties arises in respect of such claim after the assumption those of the defense thereofindemnifying party with respect to the claim, or there exist defenses available to the indemnified party which may not be available to the indemnifying party, or if the indemnifying party shall fail to assume responsibility for the defense, the indemnified party may retain counsel satisfactory to it and the indemnifying party will not shall pay all fees and expenses of that counsel. No indemnifying party shall be subject to any liability liable for any settlement made of any action or proceeding effected without its consent (written consent, which consent shall not be unreasonably withheld)withheld or delayed. No indemnifying party will shall, without the consent of the indemnified party, 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 the indemnified party of a release from all liability in respect to such of the claim or litigationlitigation or which requires action other than the payment of money by the indemnifying party. An Each indemnified party shall furnish information regarding itself or the claim in question as an indemnifying party who is not entitled to, or elects not to, assume may reasonably request in writing and as shall be reasonably requested in connection with the defense of a the 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 with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counselslitigation resulting from it.

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 subsections of this Section 53.6, such indemnified party willshall, 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 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 the preceding subsections of this Section 53.6, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in such the opinion of outside counsel to the indemnified party's reasonable judgment party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and after the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, however, that the indemnifying party shall be obligated to pay for only one counsel (together with appropriate local counsel) for all indemnified parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofthereof and approval by the indemnified party of such counsel, the indemnifying party will shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof, thereof other than reasonable costs of investigation (unless the first proviso 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 preceding sentence shall be subject to any liability for any settlement made without its consent (which consent shall not be unreasonably withheldapplicable). No indemnifying party will shall be liable for any settlement of any action or proceeding effected without its written consent. No indemnifying party shall, without the consent of the indemnified party, 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. 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 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels.

Notices of Claims, Etc. Promptly after receipt by an In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to either Section 5(a) or 5(b) above, the indemnified party shall promptly notify the indemnifying party in writing, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may otherwise have otherwise than on account of written notice this indemnity. The indemnifying party, upon request of the commencement indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any action or proceeding with respect such proceeding, any indemnified party shall have the right to which a claim for indemnification may retain its own counsel, but the fees and expenses of such counsel shall be made pursuant to this Section 5, at the expense of such indemnified party willunless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, 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, that the failure legal expenses of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section 5, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with any proceeding or related proceedings in the defense thereofsame jurisdiction, 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 liable for any settlement made without its consent (which consent shall 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 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 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 separate firm (in addition to any local counsel) for all indemnified parties indemnified by and that all such fees and expenses shall be reimbursed as they are incurred. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect to such claim, unless in the reasonable judgment of which any indemnified party is or could have been a conflict party and indemnity could have been sought hereunder by such indemnified party, unless such settlement (i) includes an unconditional release of interest may exist between such indemnified party and any other from all liability on claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of an indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counselsparty.

Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder under Section 6(a) or 6(b) hereof 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 5action, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, promptly give written notice party pursuant to the latter indemnification provisions of or contemplated by this Section 6, notify such indemnifying party in writing of the commencement of such action; provided, 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 subsections indemnification provisions of this or contemplated by Section 5, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice6(a) or 6(b) hereof. In case any such action is shall be brought against any indemnified party and it shall notify an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will of the commencement thereof, such indemnifying party shall be entitled to participate in and therein and, to assume the defense thereofextent that it shall wish, jointly with any other indemnifying party similarly notified notified, to assume the extent that it may wishdefense thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, such indemnified party shall have the right to employ its own counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party, unless: (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party; (ii) the indemnifying party has failed promptly to assume the defense and employ counsel reasonably satisfactory to the indemnified party; or (iii) the named parties to any such action (including any impleaded parties) include both such indemnified party and the indemnifying party or any affiliate of the indemnifying party, and after such indemnified party shall have reasonably concluded that either (x) there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party or such affiliate of the indemnifying party or (y) a conflict may exist between such indemnified party and the indemnifying party or such affiliate of the indemnifying party (it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to a single firm of local counsel) for all such indemnified parties, which firm shall be designated in writing by the indemnified parties and that all such reasonable fees and expenses shall be reimbursed as they are incurred). Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the such indemnifying party will shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses expenses, in each case subsequently incurred by the latter such indemnified party, in connection with the defense thereofthereof unless the indemnified party shall have employed separate counsel in accordance with the proviso to the next preceding sentence, unless in such indemnified party's which case the reasonable judgment a conflict fees and expenses of interest between such indemnified and indemnifying parties arises in respect of such claim after counsel shall be at the assumption expense 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 not be unreasonably withheld)party. No indemnifying party will shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or enter into any settlement 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 (ii) does not include a statement as to or an unconditional term thereof the giving admission of fault, culpability or a failure to act by the claimant or plaintiff to such 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 indemnifying party with respect to such claim, unless in the reasonable judgment on behalf 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counselsparty.

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 subsections of this Section 54, such indemnified party willshall, 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 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 the preceding subsections of this Section 54, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 4. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in such the opinion of outside counsel to the indemnified party's reasonable judgment party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and after the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, however, that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofthereof and approval by the indemnified party of such counsel, the indemnifying party will shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof, thereof other than reasonable costs of investigation (unless the first proviso 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 preceding sentence shall be subject to any liability for any settlement made without its consent (which consent shall not be unreasonably withheldapplicable). No indemnifying party will shall be liable for any settlement of any action or proceeding effected without its written consent. No indemnifying party shall, without the consent of the indemnified party, 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. 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 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels.

Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder under this Section 5 of written notice of any claim or the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 5action, such the indemnified party willshall, if a claim in respect thereof is to be made against an the indemnifying partyparty under this Section 5, promptly give written notice to notify the latter indemnifying party in writing of the claim or the commencement of such that action; provided, however, that the failure of any indemnified to notify the indemnifying party to give notice as provided herein shall not relieve the indemnifying party of its obligations it from any liability that it may have under the preceding subsections of this Section 5, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case If any such claim or action is shall be brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and it shall notify the indemnifying parties may exist in respect of such claimparty thereof, the indemnifying party will shall be entitled to participate in and therein and, to assume the defense thereofextent that it wishes, jointly with any other indemnifying party similarly notified indemnifying party, to assume the defense thereof with counsel satisfactory to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after . After notice from the indemnifying party to such the indemnified party of its election so to assume the defense thereofof such claim or action, the indemnifying party will shall not be liable to such the indemnified party under this Section 5 for any legal or other expenses subsequently incurred by the latter indemnified party in connection with the defense thereofthereof other than reasonable costs of investigation; provided, unless in such however, that the indemnified party's reasonable judgment a conflict party shall have the right to employ counsel to represent jointly the indemnified party and its respective officers, directors, partners, employees, representatives, agents and controlling persons who may be subject to liability arising out of interest between such indemnified and indemnifying parties arises any claim in respect of which indemnity may be sought by the indemnified party against the indemnifying party under this Section 5 if (i) employment of such claim after counsel has been authorized in writing by the assumption indemnifying party, or (ii) such indemnifying party shall not have employed counsel satisfactory to the indemnified party to have charge of the defense of such proceeding within thirty (30) days of the receipt of notice thereof, or (iii) such indemnified party shall have reasonably concluded that the representation of such indemnified party and those officers, directors, partners, employees, representatives, agents and controlling persons by the same counsel representing the indemnifying party will not would be subject inappropriate under applicable standards of professional conduct due to actual or potential differing interests between them or where there may be one or more defenses available to them that are different from, additional to or in conflict with those available to the indemnifying party, and in any liability for any settlement made without its consent such event (which consent (i), (ii) or (iii)) the fees and expenses of such separate counsel shall be paid by the indemnifying party as incurred. It is understood that the indemnifying party shall 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 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 who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay liable for the fees and expenses of more than one separate firm (in addition to local counsel in each jurisdiction) for all indemnified parties indemnified by such in connection with any proceeding or related proceedings. No indemnifying party shall, without the prior written consent of the indemnified parties, effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened claim, investigation, action, suit or proceeding in respect of which indemnity or contribution may be or could have been sought hereunder (whether or not the indemnified party or parties are actual or potential parties thereto) unless (A) such settlement, compromise or judgment (1) includes an unconditional release of such indemnified party from all liability arising out of such claim, investigation, action, suit or proceeding, and (2) does not include a statement as to or an admission of fault, culpability or failure to act by or on behalf of any indemnified party, and (B) the indemnifying party confirms in writing its indemnification obligations hereunder with respect to such claimsettlement, 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel compromise or counselsjudgment.

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 53.7, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying partyparty hereunder, promptly give written notice to the latter of the commencement of such action; provided, 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 subsections paragraphs of this Section 5, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice3.7. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in 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 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 provided that if such indemnified party's reasonable judgment party and the indemnifying party 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 to such action and that it is advisable for such indemnified and party to be represented by separate counsel, such indemnified party may retain other counsel, reasonably satisfactory to the indemnifying parties arises in respect of party, to represent such claim after the assumption of the defense thereofindemnified party, and the indemnifying party will not be subject to shall pay all reasonable fees and expenses of such counsel. No indemnifying party, in the defense of any liability for any settlement made without its such claim or litigation, shall, except with the consent (of such indemnified party, which consent shall 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 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 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 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels.

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 51.7(a) or (b), 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; providedPROVIDED, 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 subsections subdivisions of this Section 51.7, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is shall be brought against an any indemnified party, unless in such indemnified party's reasonable judgment a conflict party and it shall notify the indemnifying party of interest between such indemnified and indemnifying parties may exist in respect of such claimthe commencement thereof, the indemnifying party will shall be entitled to participate in and to assume the defense thereoftherein and, jointly with any other indemnifying party similarly notified to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; PROVIDED, HOWEVER, that any 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 after notice from an indemnified party is, or is reasonably likely to become, a party, such indemnified party shall have the indemnifying party right to employ separate counsel at the Company's expense and to control its own defense of such action or proceeding if (a) there are or may be legal defenses available to such indemnified party of its election so or to assume other indemnified parties that are different from or additional to those available to the defense thereof, Company or (b) any actual conflict exists between the indemnifying party will not be liable to Company and such indemnified party for that would make such separate representation advisable; PROVIDED, HOWEVER, that the Company may limit the fees and expenses that it pays in any one legal action or other group of related legal actions to those fees and expenses subsequently incurred of one firm of attorneys (together with appropriate local counsel), which firm of attorneys (together with appropriate legal counsel) shall be designated in writing 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 majority of the defense thereofindemnified parties who are a party to, and the or are reasonably likely to become parties to, such legal action or group of related legal actions. No indemnifying party will not shall be subject to any liability liable for any settlement made of any action or proceeding effected without its consent (written consent, which consent shall not be unreasonably withheld)withheld or delayed. No indemnifying party will shall, without the consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, consent to entry of any judgment or enter into any settlement 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 who is not entitled to, litigation or elects not to, assume which requires action other than the defense payment of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified money 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counselsparty.

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 52.8, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying partyparty hereunder, promptly give prompt written notice to the latter of the commencement of such action; provided, 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 subsections paragraphs of this Section 5, except 2.8 unless the failure to provide prompt written notice shall cause actual prejudice to the extent that the indemnifying party is actually materially prejudiced by such failure to give noticeparty. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict party and it notifies the indemnifying party of interest between such indemnified and indemnifying parties may exist in respect of such claimthe commencement thereof, the indemnifying party will be entitled shall have the right to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with retain counsel reasonably satisfactory to such indemnified partyparty to defend against such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and after notice from expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party to such and the indemnified party shall have mutually agreed to the retention of its election so such counsel and the payment of such fees by the indemnifying party, or (ii) the named parties to assume the defense thereof, any such proceeding (including any impleaded parties) include both the indemnifying party will not be liable to such and the indemnified party for any legal or other expenses subsequently incurred and representation of both parties by the latter same counsel would be inappropriate due to actual or potential differing interests between them or (iii) the indemnifying party has not retained counsel to defend such proceeding, in which case (under any of such clauses (i), (ii) or (iii)) it is understood that (x) the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm for all such indemnified parties and (y) such firm shall be designated in writing by the Holders of a majority of the Registrable Securities included in such Registration Statement in the case of parties indemnified pursuant to Section 2.8(a) and by the Issuer in the case of parties indemnified pursuant to Section 2.8(b). No indemnifying party, in the defense thereofof any such claim or litigation, unless in shall, except with the consent of 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 not be unreasonably withheld). No indemnifying party will , consent to entry of any judgment or enter into any settlement of any pending or threatened action in respect of which does not include any indemnified party is or could have been a party and indemnity was sought hereunder by such indemnified party unless such judgment or settlement includes 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 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 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels.

Notices of Claims, Etc. Promptly after receipt by a party to be indemnified pursuant to the provisions of Section 5(a) or 5(b) (an "indemnified party hereunder party") 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 5involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim in respect thereof is to be made against an the indemnifying party, promptly give written notice party pursuant to the latter provisions of Section 5(a) or 5(b), notify the indemnifying party of the commencement of such action; providedthereof, that but the failure of omission to so notify the indemnifying party will not relieve it from any liability which it may have to an indemnified party to give notice as provided herein otherwise than under this Section and shall not relieve the indemnifying party of its obligations from liability under the preceding subsections of this Section 5unless, except and to the extent that the extent, such indemnifying party is actually materially prejudiced by such failure to give noticeomission. In case any such action is brought against an any indemnified party, unless in such indemnified party's reasonable judgment a conflict party and it notifies the indemnifying party of interest between such indemnified and indemnifying parties may exist in respect of such claimthe commencement thereof, the indemnifying party will be entitled shall have the right to participate in and in, and, to assume the defense thereofextent that it may wish, jointly with any other indemnifying party similarly notified notified, to assume the extent that it may wishdefense thereof, with counsel reasonably satisfactory to such indemnified party, and after the notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying indemnified party will not be liable to such indemnified party pursuant to the provisions of this Section 5(a) and 5(b) for any legal or other expenses expense subsequently incurred by the latter such indemnified party in connection with the defense thereofthereof other than reasonable costs of investigation; PROVIDED that, unless if the defendants in any such action include both the 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, party and the indemnifying party will not and the indemnified party shall have reasonably concluded that there may be subject reasonable defenses available to any liability for any settlement made without its consent (which consent it that are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified party shall not have the right to select a separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be unreasonably withheld)reimbursed by the indemnifying party as incurred. No indemnifying party will shall be liable to an indemnified party for any settlement of any action or claim without the consent of the indemnifying party and no indemnifying party may unreasonably withhold its consent to any such settlement. No indemnifying party will, except with the consent of the indemnified party, 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 and equitable claims 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 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels.

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 51.7, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying partyparty hereunder, promptly give written notice to the latter of the commencement of such action; provided, 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 subsections paragraphs of this Section 5, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice1.7. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in 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 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 provided that if such indemnified party's reasonable judgment party and the indemnifying party 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 to such action and that it is advisable for such indemnified and party to be represented by separate counsel, such indemnified party may retain other counsel, reasonably satisfactory to the indemnifying parties arises in respect of party, to represent such claim after the assumption of the defense thereofindemnified party, and the indemnifying party will not be subject to shall pay all reasonable fees and expenses of such counsel. No indemnifying party, in the defense of any liability for any settlement made without its such claim or litigation, shall, except with the consent (of such indemnified party, which consent shall 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 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 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 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels.

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 51.7, 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 subsections subdivisions of this Section 51.7, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereofthereof other than reasonable costs of investigation, unless in such provided, however, that 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 and party which may not be available to the indemnifying parties arises in respect of party, or if the indemnifying party shall fail to assume responsibility for such claim after defense, the assumption of the defense thereof, indemnified party may retain counsel satisfactory to it and the indemnifying party will not be subject to any liability for any settlement made without its consent (which consent shall not be unreasonably withheld)pay all reasonable fees and expenses of such counsel. No indemnifying party will shall be liable for any settlement of any action or proceeding effected without its written consent. No indemnifying party shall, without the consent of the indemnified party, 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. An indemnifying party who is not entitled to, litigation or elects not to, assume which requires action other than the defense payment of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified money 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counselsparty.

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 58, 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 the indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section 58, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereofthereof other than reasonable costs of investigation; provided, unless in such however, that the indemnified party shall have the right, at the sole cost and expense of the indemnifying party's reasonable judgment a conflict , to employ counsel to represent the indemnified party and its respective controlling persons, directors, officers, employees or agents who may be subject to liability arising out of interest between such indemnified and indemnifying parties arises any claim in respect of which indemnity may be sought by the indemnified party against such claim after indemnifying party under this Section 8 if (i) the assumption employment of such counsel shall have been authorized in writing by such indemnifying party in connection with the defense thereofof such action, and (ii) the indemnifying party will shall not have promptly employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action or counsel, or (iii) any indemnified party shall have reasonably concluded that there may be subject defenses available to any liability for any settlement made without such indemnified party or its consent (respective controlling persons, directors, officers, employees or agents which consent are in conflict with or in addition to those available to an indemnifying party; provided, further, that the indemnifying party shall not be unreasonably withheldobligated to pay for more than the expenses of one firm of separate counsel for the indemnified party (in addition to the reasonable fees and expenses of one firm serving as local counsel). No indemnifying party will consent to entry of any judgment or enter into any settlement which 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. 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 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels.

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 5Article VII, such indemnified party willshall, 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, 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 subsections Sections of this Section 5Article VII, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's ’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereofand, jointly with any other indemnifying party similarly notified 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 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, unless in such indemnified party's ’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 thereof or a court of competent jurisdiction determines that the indemnifying party is not vigorously defending such action or proceeding. An indemnifying party will not be subject to any liability for any settlement made without its consent (which consent shall not be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement of any pending or threatened proceeding which (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such all indemnified party parties of a release from all liability in respect to such claim or litigation, (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on such indemnified party or (iii) otherwise adversely affects such indemnified party, other than as a result of the imposition of financial obligations for which such indemnified party will be indemnified hereunder. An Notwithstanding anything to the contrary contained herein, 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 (together with 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 with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counselscounsels (together with the fees of local counsel).

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 52.07(a), 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 within five days of the commencement of such action; provided, 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 subsections subdivisions of this Section 52.07(a), except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and, unless in such indemnified party's reasonable good faith judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereofthereof 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 thirty (30) days of receipt of any indemnification notice to 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 any such claim, proceeding or action, the indemnified party's reasonable judgment a conflict out-of-pocket costs and expenses arising out of interest between 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 parties arises in respect of party all information reasonably available to the indemnified party which relates to such claim after action or claim. The indemnifying party shall keep the assumption indemnified party fully appraised at all times as to the status of the defense thereof, and or any settlement negotiations with respect thereto. If the indemnifying party will elects to defend any such action or claim, then the indemnified party shall be entitled to 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 appraised 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 subject to any liability liable for any settlement made of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the indemnified party (which consent shall not be unreasonably withheld, delayed or conditioned). 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 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 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 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels.

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 58, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, promptly give written notice to the latter indemnifying party of the commencement of such actionaction or proceeding; provided, 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 subsections paragraphs of this Section 58, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will shall be entitled to participate in therein and to assume the defense thereof, jointly with any other indemnifying party similarly notified notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party 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 thereof except for the reasonable fees and expenses of any counsel retained by such indemnified party's reasonable judgment party to monitor such action or proceeding. Notwithstanding the foregoing, if such indemnified party reasonably determines, based upon advice of independent counsel, that a conflict of interest may exist between the indemnified party and the indemnifying party with respect to such action and that it is advisable for such indemnified and party to be represented by separate counsel, such indemnified party may retain other counsel, reasonably satisfactory to the indemnifying parties arises in respect of party, to represent such claim after the assumption of the defense thereofindemnified party, and the indemnifying party will not be subject to shall pay all reasonable fees and expenses of such counsel. No indemnifying party, in the defense of any liability for any settlement made without its such claim or litigation, shall, except with the consent (of such indemnified party, which consent shall not be unreasonably withheld). No indemnifying party will , consent to entry of any judgment or enter into any settlement which does not include unless such judgment, compromise or settlement (i) includes 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 of such claim or litigation. An indemnifying party who is , (ii) does not entitled toinclude a statement as to or an admission of fault, culpability or elects not toa failure to act, 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 or on behalf of any indemnified party a conflict and (iii) does not require any action other than the payment of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, in which event money by the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counselsparty.

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 5Article VII, 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 subsections of this Section 5Article VII, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's ’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereofand, jointly with any other indemnifying party similarly notified 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 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, unless in such indemnified party's ’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 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 giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to of 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 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels.

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 5action, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, promptly give written notice party pursuant to the latter indemnification provisions of or contemplated by this Section 6, notify as promptly as reasonably practicable such indemnifying party in writing of the commencement of such action; provided, 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 subsections indemnification provisions of this or contemplated by Section 5, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice6(a) or Section 6(b). In case any such action is shall be brought against any indemnified party and it shall notify an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will of the commencement thereof, such indemnifying party shall be entitled to participate in and therein and, to assume the defense thereofextent that it shall wish, jointly with any other indemnifying party similarly notified notified, to assume the extent that it may wishdefense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, and be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the such indemnifying party will shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses expenses, in each case subsequently incurred by the latter such indemnified party, in connection with the defense thereofthereof other than reasonable costs of investigation, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and subject to the following sentence. In no event shall the 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 liable for any settlement made without its consent (which consent shall 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 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 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 (in addition to any local counsel) in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, unless (i) the indemnified by such party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to the indemnifying party with respect to such claim, unless in the reasonable judgment of any that counsel for such indemnified party has reasonably concluded that a conflict of interest may exist would arise or (ii) the named parties in any such proceeding (including any impleaded parties) included both the indemnifying person and the indemnified person and representation of both parties by the same counsel would be inappropriate due to actual or potential different interests between such indemnified party and any other of such indemnified parties with respect to such claimthem, in either of which event cases, the indemnifying party shall be obligated to pay the reasonable fees and expenses of one counsel retained by the indemnified party (or indemnified parties, if they are party to the same actions or if their claims arise out of the same general allegations or circumstances). No indemnifying party shall, without the prior 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 additional counsel action or counselsclaim) 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 (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of any 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 in the preceding paragraphs of this Section 59, 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; providedaction or proceeding, 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 subsections paragraphs of this Section 59, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in therein and to assume the defense thereof, jointly with any other indemnifying party similarly notified notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party 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 thereof except for the reasonable fees and expenses of any counsel retained by such indemnified party's reasonable judgment party to monitor such action or proceeding. Notwithstanding the foregoing, if such indemnified party and the indemnifying party 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 to such action and that it is advisable for such indemnified and party to be represented by separate counsel, such indemnified party may retain other counsel, reasonably satisfactory to the indemnifying parties arises in respect of party, to represent such claim after the assumption of the defense thereofindemnified party, and the indemnifying party will not be subject to shall pay all reasonable fees and expenses of such counsel. No indemnifying party, in the defense of any liability for any settlement made without its such claim or litigation, shall, except with the consent (of such indemnified party, which consent shall 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 giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to of 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 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels.

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 52.7(a) or (b), 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 subsections subdivisions of this Section 5Sec tion 2.7, except to the extent that the indemnifying party is actually and materially prejudiced by such failure to give notice. In case any such action is shall be brought against an any indemnified party, unless in such indemnified party's reasonable judgment a conflict party and it shall notify the indemnifying party of interest between such indemnified and indemnifying parties may exist in respect of such claimthe commencement thereof, the indemnifying party will shall be entitled to participate in and to assume the defense thereoftherein and, jointly with any other indemnifying party similarly notified to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, that any 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 after notice from an indemnified party is, or is reasonably likely to become, a party, such indemnified party shall have the indemnifying party right to employ separate counsel at the Company's expense and to control its own defense of such action or proceeding if, in the reasonable opinion of counsel to such indemnified party, (a) there are or may be legal defenses available to such indemnified party of its election so or to assume other indemnified parties that are different from or additional to those available to the defense thereof, Company or (b) any conflict or potential conflict exists between the indemnifying party will not be liable to 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 2.7 for more than one firm of attorneys representing the indemnified parties (together, if appropriate, with one firm of local counsel per jurisdiction) in any one legal action or group of related legal actions. No indemnifying party shall be liable for any legal settle ment of any action 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 proceeding effected without its consent (written consent, which consent shall not be unreasonably withheld). No indemnifying party will shall, without the consent of the indemnified party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional 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. An indemnifying party who is not entitled to, litigation or elects not to, assume which requires action other than the defense payment of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified money 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counselsparty.

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 54, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, promptly give written notice to the latter such 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 the preceding subsections paragraphs of this Section 54, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action or proceeding is brought against an indemnified party, unless in such indemnified party's ’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in with respect of to such claim, the such indemnified party shall permit such indemnifying party will 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, of such claim with counsel reasonably satisfactory to such the indemnified party; provided, however, that any person entitled to indemnification hereunder shall have the right to employ separate counsel and after notice from to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such person unless (i) the indemnifying party has agreed to pay such indemnified fees or expenses, (ii) the indemnifying party of its election so shall have failed to assume the defense thereof, of such claim and employ counsel reasonably satisfactory to such person within a reasonable time after receipt of notice of such claim from the person entitled to indemnification hereunder or (iii) in the indemnified party’s reasonable judgment (based upon advice of its counsel) there may be material legal defenses available to it or other indemnified parties that are different from or in addition to those available to 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 may exist between it or other indemnified parties and the indemnifying party with respect to any such indemnified and claim. If such defense is not assumed by the indemnifying parties arises in respect of such claim after the assumption of the defense thereofparty as permitted hereunder, and the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (which consent consent. If such defense is assumed by the indemnifying party pursuant to the provisions hereof, such indemnifying party shall not be unreasonably withheld). No indemnifying party will consent to entry settle or otherwise compromise the applicable claim unless (x) such settlement or compromise contains a full and unconditional release 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 all indemnified party parties of a release from all liability in respect to such claim or litigation, does not contain any statement of wrongdoing or fault on the party of any indemnified party and is paid in full by the indemnifying party or (y) 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 party, a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the reasonable fees and expenses disbursements of such additional counsel or counsels. The indemnifying party shall not be liable for any settlement of any proceeding effected without its prior written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment.

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 52.7, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying partyparty hereunder, promptly give prompt written notice to the latter of the commencement of such action; provided, 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 subsections paragraphs of this Section 5, except 2.7 unless the failure to provide prompt written notice shall cause actual prejudice to the extent that the indemnifying party is actually materially prejudiced by such failure to give noticeparty. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict party and it notifies the indemnifying party of interest between such indemnified and indemnifying parties may exist in respect of such claimthe commencement thereof, the indemnifying party will be entitled shall have the right to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with retain counsel reasonably satisfactory to such indemnified partyparty to defend against such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and after notice from expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel and the payment of such fees by the indemnifying party or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or (iii) the indemnifying party has not retained counsel to defend such proceeding, in which case (under any of such clauses (i), (ii) or (iii)) it is understood that (x) the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm for all such indemnified parties and (y) such firm shall be designated in writing by the Holders of a majority of the Registrable Securities included in such Registration Statement in the case of parties indemnified pursuant to Section 2.7(a) and by the Corporation in the case of parties indemnified pursuant to Section 2.7(b). All fees and expenses that an indemnified party is entitled to receive from an indemnifying party under this Section 2.7 shall be reimbursed as they are incurred, provided that each such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to shall promptly repay such fees and expenses if it is finally judicially determined that such indemnified party for is not entitled to indemnification hereunder. No indemnifying party, in the defense of any legal such claim or other expenses subsequently incurred by the latter in connection litigation, shall, except with the defense thereof, unless in consent of 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 not be unreasonably withheld). No indemnifying party will , consent to entry of any judgment or enter into any settlement of any pending or threatened action in respect of which does not include any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such judgment or settlement includes 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 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 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels.

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 5, 5 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 subsections subdivisions of this Section 5, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may is reasonably likely to exist in respect of such claimclaim (in which case the indemnified party shall notify in writing the indemnifying party of such indemnified party's judgment and the basis therefor), the indemnifying party will shall be entitled to participate in and 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 will 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, 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, thereof and the indemnified party notifies the indemnifying party will not in writing of such indemnified party's judgment and the basis therefor. No indemnifying party shall be subject to any liability liable for any settlement made of any action or proceeding effected without its consent (written consent, which consent shall not be unreasonably withheld)withheld or delayed. No indemnifying party will shall, without the written consent of the indemnified party, 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 of 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 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels.

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 53.3(a) or (b), 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 indemnifying party of the commencement of such actionaction or proceeding; providedPROVIDED, 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 3.3(a) or (b), as the preceding subsections of this Section 5case may be, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereofthereof other than reasonable out of pocket costs (excluding professional fees) incurred in connection with complying with requests for production, unless in such depositions, interrogatories and the like; PROVIDED, HOWEVER, that 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 and party which may not be available to the indemnifying parties arises in respect of party, or if the indemnifying party shall fail to assume responsibility for such claim after defense, the assumption of the defense thereof, indemnified party may retain counsel satisfactory to it and the indemnifying party will not shall pay all fees and expenses of such counsel in accordance with Section 3.3(a) or (b) hereof, as applicable. No indemnifying party shall be subject to any liability liable for any settlement made of any action or proceeding effected without its consent (prior written consent, which consent shall not be unreasonably withheld), conditioned or delayed. No indemnifying party will shall, without the consent of the indemnified 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 litigationlitigation or which requires action other than the payment of money by the indemnifying party. An indemnifying No indemnified party who is not entitled to, shall consent to entry of judgment or elects not to, assume enter into any settlement of such action the defense of a claim will not be obligated to pay which has been assumed by an indemnifying party without the fees and expenses consent 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 party. Each indemnified party a conflict of interest shall furnish such information regarding itself or the claim in question as an indemnifying party may exist between such indemnified party reasonably request in writing and any other as shall be reasonably requested in connection with the defense of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees claim and expenses of such additional counsel or counselslitigation 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 subsections of this Section 5Article III, such the indemnified party will, if a resulting claim in respect thereof is to be made or may be made against an any indemnifying party, promptly give written notice to the latter indemnifying party of the commencement of such the action; provided, 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 subsections of in this Section 5Article III, except to the extent that the indemnifying party is actually materially prejudiced by such the failure to give notice. In case If any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to of the extent that it may wish, action with counsel reasonably satisfactory to such the indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume defense of the defense thereofaction, 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 action’s defense. An indemnified party shall have the right to employ separate counsel in such indemnified party's reasonable judgment a conflict of interest between such indemnified any action or proceeding and indemnifying parties arises participate in respect of such claim after the assumption of the defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within 30 days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (which but such consent shall will not be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (A) does not include as an unconditional term thereof the giving by the claimant or plaintiff plaintiff, to such the indemnified party party, of a release from all liability in respect to of such claim or litigation. An indemnifying party who is not entitled to, litigation or elects not to, assume (B) involves the defense imposition of a claim will not be obligated to pay equitable remedies or 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 imposition of any non-financial obligations on the indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counselsparty.

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 52.4, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, promptly give prompt written notice to the latter of the commencement of such action; provided, 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 subsections of this Section 52.4, except to the extent that the indemnifying party is actually and materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will shall be entitled to participate in and to assume the defense thereofthereof (such assumption to constitute its acknowledgment of its agreement to indemnify the indemnified party with respect to such matters), 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 will 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 thereofthereof other than reasonable costs of investigation; provided, unless however, that if, in such indemnified party's reasonable judgment judgment, a conflict of interest between such indemnified and indemnifying parties arises may exist in respect of such claim, such indemnified party shall be entitled to separate counsel at the 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 after shall be entitled to only one counsel or firm of counsel for all such indemnified parties. In the assumption of event an indemnifying party shall not be entitled, or elects not, to assume the defense thereofof a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified by such indemnifying party in respect of such claim, unless in the reasonable judgment of any such indemnified party a conflict of interest exists between such indemnified party and any other of such indemnified parties in respect of such claim, in which event the indemnifying party will not shall be subject obligated to any liability pay the fees and expenses of one additional counsel or firm of counsel for any settlement made without its consent (which consent shall not be unreasonably withheld)such indemnified parties. No indemnifying party will shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement which that (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability Losses in respect to of such claim or litigation. An indemnifying party who is not entitled to, litigation 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 (ii) would impose injunctive relief on such indemnified party and any other of such indemnified parties with respect to such claim, in which event the party. No indemnifying party shall be obligated subject to pay the fees and expenses of such additional counsel or counselsany 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 paragraphs of this Section 53.7, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying partyparty hereunder, promptly give written notice to the latter of the commencement of such action; provided, 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 subsections paragraphs of this Section 5, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice3.7. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in 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 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 provided that if -------- such indemnified party's reasonable judgment party and the indemnifying party 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 to such action and that it is advisable for such indemnified and party to be represented by separate counsel, such indemnified party may retain other counsel, reasonably satisfactory to the indemnifying parties arises in respect of party, to represent such claim after the assumption of the defense thereofindemnified party, and the indemnifying party will not be subject to shall pay all reasonable fees and expenses of such counsel. No indemnifying party, in the defense of any liability for any settlement made without its such claim or litigation, shall, except with the consent (of such indemnified party, which consent shall 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 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 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 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels.

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 56, 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, 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 subsections subdivisions of this Section 56, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereofthereof other than reasonable costs of investigation, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises may exist in respect of such claim after (in which event such indemnified party and any other indemnified party to which such conflict of interest applies shall be reimbursed for the assumption reasonable expenses incurred in connection with retaining one separate legal counsel for all such indemnified parties in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the defense thereof, and the same general allegations or circumstances). No indemnifying party will not be subject to any liability for any settlement made will, without its the prior written consent of the indemnified party (which consent shall not be unreasonably withheld). No indemnifying party will , consent to entry of any judgment or enter into any settlement which does not include in respect of any such indemnifiable claim, unless any such judgment or settlement includes as an unconditional term thereof 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 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 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels.

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 5, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, promptly give prompt 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 subsections paragraphs of this Section 5, except to the extent that the indemnifying party is actually and materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's ’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will shall be entitled to participate in and to assume the defense thereof, jointly for itself, if applicable, together with any other indemnifying indemnified party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified partynotified, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will shall not be liable to such the indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof; provided, unless in that if (i) any indemnified party shall have reasonably concluded that there may be one or more legal or equitable defenses available to such indemnified party which are additional to or conflict with those available to the indemnifying party, or that such claim or litigation involves or could have an effect upon matters beyond the scope of the indemnity provided hereunder, or (ii) such action seeks an injunction or equitable relief against any indemnified party or involves actual or alleged criminal activity, the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party without such indemnified party's reasonable judgment a conflict prior written consent (but, without such consent, shall have the right to participate therein with counsel of interest between its choice) and 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 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 giving by the claimant or plaintiff to reimburse such indemnified party and any Person controlling such indemnified party for that portion 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 any counsel for all parties retained by the indemnified party which is reasonably related to the matters covered by such the indemnity provided hereunder. The indemnifying party with respect shall not, without the consent of the indemnified party, consent to such claimany judgment or settlement that (i) does not contain a full and unconditional release of the indemnified party from all liability concerning any claim or litigation; (ii) includes a statement about or an admission of fault, unless in the reasonable judgment culpability or a failure to act by or on behalf of any indemnified party a conflict of interest may exist between such party; or (iii) commits any indemnified party and to take, or hold back from taking, any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counselsaction.

Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder of written notice In the event of the commencement of any action or proceeding (including any governmental investigation) with respect to which a claim for an indemnified party seeks indemnification may be made or contribution pursuant to this Section 5Article 4, such indemnified party will, if will promptly deliver to the indemnifying party 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, that the failure of any indemnified party to give notice as provided herein shall not relieve thereof and the indemnifying party of its obligations under shall have the preceding subsections of this Section 5right to participate in, except and, to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereofso desires, jointly with any other indemnifying party similarly notified noticed, to assume, at the extent that it may wishindemnifying party’s expense, the defense thereof, with counsel reasonably satisfactory to such the indemnified party, and after by giving written notice to the indemnified party within twenty (20) days of the receipt of written notice from the indemnified party of such proceeding of its intention to do so and acknowledging in writing the obligations of the indemnifying party with respect to such proceeding; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of its election receipt of notice of any such proceeding shall not relieve the indemnifying party of any liability to the indemnified party under this Article 4 except to the extent the indemnifying party was materially prejudiced by such failure (and, in any event, the omission so to assume the defense thereof, deliver written notice to the indemnifying party will not be liable relieve it of any liability that it may have to such any 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 not be unreasonably withheldotherwise than under this Article 4). No indemnifying party will party, in the defense of any pending or threatened claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include unless such settlement (i) includes 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 who is litigation and (ii) does not entitled toinclude any statement as to or any admission of fault, culpability or elects not to, assume the defense of a claim will not be obligated failure to pay the fees and expenses of more than one counsel for all parties indemnified act by such indemnifying party with respect to such claim, unless in the reasonable judgment or on behalf of any indemnified party a conflict of interest may exist between such party. Each indemnified party shall furnish such information regarding itself or the claim in question as an indemnifying party may reasonably request in writing and any other as shall be reasonably required in connection with defense of such indemnified parties with respect to such claimclaim and litigation resulting therefrom. For purposes of this Section 4.3, in which event all Holders and their respective Affiliates and the indemnifying party Securityholder Representative together shall be obligated deemed to pay constitute one indemnified party that is represented by the fees and expenses of such additional counsel or counselsSecurityholder Representative.

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 5Article VIII, 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, provided that the failure of any the indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under Sections 8.01 or 8.02, as the preceding subsections of this Section 5case may be, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereofthereof other than reasonable costs of investigation, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises may exist in respect of such claim after (in which event such indemnified party and any other indemnified party to which such conflict of interest applies shall be reimbursed for the assumption reasonable expenses incurred in connection with retaining one separate legal counsel for all such indemnified parties in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the defense thereof, and the same general allegations or circumstances). No indemnifying party will not be subject to any liability for any settlement made will, without its the prior written consent of the indemnified party (which consent shall not be unreasonably withheld). No indemnifying party will , consent to entry of any judgment or enter into any settlement which does not include in respect of any such indemnifiable claim, unless any such judgment or settlement includes as an unconditional term thereof the giving by the claimant or 42 38 plaintiff to 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 indemnifying party with respect to such claim, unless in the reasonable judgment of any No indemnified party a conflict will, without the prior written consent of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party (which consent shall not be obligated unreasonably withheld), consent to pay entry of any judgment or enter into any settlement in respect of any such indemnifiable claim which the fees and expenses of such additional counsel or counselsindemnifying party is defending in good faith.

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 58, 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; providedPROVIDED, 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 subsections of this Section 58, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereofthereof other than reasonable costs of investigation; PROVIDED, unless in such HOWEVER, that the indemnified party shall have the right, at the sole cost and expense of the indemnifying party's reasonable judgment a conflict , to employ counsel to represent the indemnified party and its respective controlling persons, directors, officers, employees or agents who may be subject to liability arising out of interest between such indemnified and indemnifying parties arises any claim in respect of which indemnity may be sought by the indemnified party against such claim after indemnifying party under this Section 8 if (i) the assumption employment of such counsel shall have been authorized in writing by such indemnifying party in connection with the defense thereofof such action, and (ii) the indemnifying party will shall not have promptly employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action or counsel, or (iii) any indemnified party shall have reasonably concluded that there may be subject defenses available to any liability for any settlement made without such indemnified party or its consent (respective controlling persons, directors, officers, employees or agents which consent are in conflict with or in addition to those available to an indemnifying party; PROVIDED, FURTHER, that the indemnifying party shall not be unreasonably withheld)obligated to pay for more than the expenses of one firm of separate counsel for the indemnified party. 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 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 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 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels.

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 subsections of this Section 52.7, such indemnified party willshall, 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 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 the preceding subsections of this Section 52.7, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 2.7. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in such the opinion of outside counsel to the indemnified party's reasonable judgment party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and after the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties and the indemnifying party shall be obligated to pay the fees and expenses of such separate counsel or counsels. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofthereof and approval by the indemnified party of such counsel, the indemnifying party will shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof, thereof other than reasonable costs of investigation (unless the proviso 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 preceding sentence shall be applicable). No indemnifying party will not shall be subject to any liability liable for any settlement made of any action or proceeding effected without its written consent (which consent shall not be unreasonably withheld). No indemnifying party will shall, without the consent of the indemnified party, 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. 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 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels.

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 56, 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, 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 subsections of this Section 5Sections 6(a) or 6(b), except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereofthereof other than reasonable costs of investigation. If, unless in such indemnified party's reasonable judgment judgment, having common counsel would result in a conflict of interest between the interests of such indemnified and indemnifying parties arises in respect of parties, then such claim after the assumption of the defense thereof, and indemnified party may employ separate counsel reasonably acceptable to the indemnifying party will not be subject to any liability for any settlement made without its consent (which consent represent or defend such indemnified party in such action, it being understood, however, that the indemnifying party shall not be unreasonably withheld)liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all such indemnified parties (and not more than one separate firm of local counsel at any time for all such indemnified parties) in such action. 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 giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to of 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 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels.

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 52.7(a) or (b), 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 subsections subdivisions of this Section 52.7, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is shall be brought against an any indemnified party, unless in such indemnified party's reasonable judgment a conflict party and it shall notify the indemnifying party of interest between such indemnified and indemnifying parties may exist in respect of such claimthe commencement thereof, the indemnifying party will shall be entitled to participate in and to assume the defense thereoftherein and, 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, with counsel reasonably satis factory to such indemnified party; provided, however, that any indemnified party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the indemnifying foregoing, in any action or proceeding in which both the Company and an indemnified party will not is, or is reasonably likely to become, a party, such indemnified party shall have the right to employ separate counsel at the Company's expense and to control its own defense of such action or proceeding if, in the reasonable opinion of counsel to such indemnified party, (a) there are or may be liable legal defenses available to such indemnified party 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 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 2.7 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 liable for any legal settle ment of any action 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 proceeding effected without its consent (written consent, which consent shall not be unreasonably withheld). No indemnifying party will shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement which 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. An indemnifying party who is not entitled to, litigation or elects not to, assume which requires action other than the defense payment of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified money 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counselsparty.

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 58, 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 indemnifying party of the commencement of such actionaction or proceeding; provided, 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 subsections paragraphs of this Section 58, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in therein and to assume the defense thereof, jointly with any other indemnifying party similarly notified notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party 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 thereof except for the reasonable fees and expenses of any counsel retained by such indemnified party's reasonable judgment party to monitor such action or proceeding. Notwithstanding the foregoing, if such indemnified party reasonably determines, based upon advice of independent counsel, that a conflict of interest may exist between the indemnified party and the indemnifying party with respect to such action and that it is advisable for such indemnified and party to be represented by separate counsel, such indemnified party may retain other counsel, reasonably satisfactory to the indemnifying parties arises in respect of party, to represent such claim after the assumption of the defense thereofindemnified party, and the indemnifying party will not be subject to shall pay all reasonable fees and expenses of such counsel. No indemnifying party, in the defense of any liability for any settlement made without its such claim or litigation, shall, except with the consent (of such indemnified party, which consent shall 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 giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to of 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 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels.

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 subsections of this Section 52.4, such indemnified party willshall, 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 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 the preceding subsections of this Section 52.4, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 2.4. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in such the opinion of outside counsel to the indemnified party's reasonable judgment party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and after the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are in conflict with or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, however, that the indemnifying party shall be obligated to pay for only one counsel and one local counsel for all indemnified parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofthereof and approval by the indemnified party of such counsel, the indemnifying party will shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof, thereof (unless the first proviso 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 preceding sentence shall be subject to any liability for any settlement made without its consent (which consent shall not be unreasonably withheldapplicable). No indemnifying party will shall be liable for any settlement of any action or proceeding effected without its written consent. No indemnifying party shall, without the consent of the indemnified party, 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. 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 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels.

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 52.6, ----------- 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 subsections subdivisions of this Section 52.6, except to the ----------- extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and, unless the indemnified party has been advised in such indemnified party's reasonable judgment writing by counsel that a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereofthereof other than reasonable costs of investigation. If, unless the indemnified party has been advised in such indemnified party's reasonable judgment writing by counsel that a conflict of interest may exist between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof, Person and the indemnifying party will not be subject to any liability for any settlement made without its consent (which consent shall 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 giving by the claimant or plaintiff to such indemnified party of a release from all liability in with respect to such claim, the indemnifying party shall not have the right to assume the defense of such claim or litigationon 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 who 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 with respect to such claim, in which event the . No indemnifying party shall be obligated liable for any settlement of any action or proceeding effected without its written consent. No indemnifying party shall, without the consent of the indemnified party, consent to pay entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the fees and expenses giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such additional counsel claim or counselslitigation or that requires action other than the payment of money by the indemnifying 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 in the preceding subdivisions of this Section 51.4, 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 subsections subdivisions of this Section 51.4, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereofthereof other than reasonable costs of investigation, unless in such provided, however, -------- ------- that 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 and party which may not be available to the indemnifying parties arises in respect of party, or if the indemnifying party shall fail to assume responsibility for such claim after defense, the assumption of the defense thereof, indemnified party may retain counsel satisfactory to it and the indemnifying party will not be subject to any liability for any settlement made without its consent (which consent shall not be unreasonably withheld)pay all reasonable fees and expenses of such counsel. No indemnifying party will shall be liable for any settlement of any action or proceeding effected without its written consent. No indemnifying party shall, without the consent of the indemnified party, 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. An indemnifying party who is not entitled to, litigation or elects not to, assume which requires action other than the defense payment of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified money 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counselsparty.

Notices of Claims, Etc. Promptly after receipt by a party to be indemnified pursuant to the provisions of Section 5(a) or 5(b) (an "indemnified party hereunder party") 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 5involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim in respect thereof is to be made against an the indemnifying party, promptly give written notice party pursuant to the latter provisions of Section 5(a) or 5(b), notify the indemnifying party of the commencement of such action; providedthereof, that but the failure of omission to so notify the indemnifying party will not relieve it from any liability which it may have to an indemnified party to give notice as provided herein otherwise than under this Section and shall not relieve the indemnifying party of its obligations from liability under the preceding subsections of this Section 5unless, except and to the extent that the extent, such indemnifying party is actually materially prejudiced by such failure to give noticeomission. In case any such action is brought against an any indemnified party, unless in such indemnified party's reasonable judgment a conflict party and it notifies the indemnifying party of interest between such indemnified and indemnifying parties may exist in respect of such claimthe commencement thereof, the indemnifying party will be entitled shall have the right to participate in and in, and, to assume the defense thereofextent that it may wish, jointly with any other indemnifying party similarly notified notified, to assume the extent that it may wishdefense thereof, with counsel reasonably satisfactory to such indemnified party, and after the 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 pursuant to the provisions of this Section 5(a) and 5(b) for any legal or other expenses expense subsequently incurred by the latter such indemnified party in connection with the defense thereofthereof other than reasonable costs of investigation; provided that, unless if the defendants in any such action include both the 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, party and the indemnifying party will not and the indemnified party shall have reasonably concluded that there may be subject reasonable defenses available to any liability for any settlement made without its consent (which consent it that are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified party shall not have the right to select a separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be unreasonably withheld)reimbursed by the indemnifying party as incurred. No indemnifying party will shall be liable to an indemnified party for any settlement of any action or claim without the consent of the indemnifying party and no indemnifying party may unreasonably withhold its consent to any such settlement. No indemnifying party will, except with the consent of the indemnified party, 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 and equitable claims 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 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels.

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 54, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, promptly 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 subsections paragraphs of this Section 54, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's ’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in with respect of to such claim, the such indemnified party shall permit such indemnifying party will 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, of such claim with counsel reasonably satisfactory to such the indemnified party; provided, however, that any person entitled to indemnification hereunder shall have the right to employ separate counsel and after notice from to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such person unless the indemnifying party has agreed to pay such indemnified party of its election so to assume the fees or expenses. If such defense thereof, is not assumed by 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 thereofas permitted hereunder, 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 by the indemnified party without its the indemnifying party’s written consent (which but such consent shall will not be unreasonably withheld, conditioned or delayed). No If such defense is assumed by the indemnifying party will consent pursuant to entry 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 unconditional release 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 litigationlitigation 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 party, a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the reasonable fees and expenses disbursements of such additional counsel or counsels.. The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party and shall survive the transfer of securities.

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 52.7(a) or (b), 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 subsections subdivisions of this Section 52.7, except to the extent that the indemnifying party is actually and materially prejudiced by such failure to give notice. In case any such action is shall be brought against an any indemnified party, unless in such indemnified party's reasonable judgment a conflict party and it shall notify the indemnifying party of interest between such indemnified and indemnifying parties may exist in respect of such claimthe commencement thereof, the indemnifying party will shall be entitled to participate in and to assume the defense thereoftherein and, jointly with any other indemnifying party similarly notified to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, that any 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 after notice from an indemnified party is, or is reasonably likely to become, a party, such indemnified party shall have the indemnifying party right to employ separate counsel at the Company's expense and to control its own defense of such action or proceeding if, in the reasonable opinion of counsel to such indemnified party, (a) there are or may be legal defenses available to such indemnified party of its election so or to assume other indemnified parties that are different from or additional to those available to the defense thereof, Company or (b) any conflict or potential conflict exists between the indemnifying party will not be liable to 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 2.7 for more than one firm of attorneys representing the indemnified parties (together, if appropriate, with one firm of local counsel per jurisdiction) in any one legal action or other expenses subsequently incurred by the latter in connection with the defense thereof, unless in such indemnified party's reasonable judgment a conflict group of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof, and the related legal actions. No indemnifying party will not shall be subject to any liability liable for any settlement made of any action or proceeding effected without its consent (written consent, which consent shall not be unreasonably withheld). No indemnifying party will shall, without the consent of the indemnified party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional 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. An indemnifying party who is not entitled to, litigation or elects not to, assume which requires action other than the defense payment of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified money 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counselsparty.

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 51.6, 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; providedPROVIDED, 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 subsections subdivisions of this Section 51.6, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereofthereof other than reasonable costs of investigation; PROVIDED, unless in such HOWEVER, that 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 and party which may not be available to the indemnifying parties arises in respect of party, or if the indemnifying party shall fail to assume responsibility for such claim after defense, the assumption of the defense thereof, indemnified party may retain counsel satisfactory to it and the indemnifying party will not shall pay all fees and expenses of such counsel. No indemnifying party shall be subject to any liability liable for any settlement made of any action or proceeding effected without its consent (written consent, which consent shall not be unreasonably withheld)withheld or delayed. No indemnifying party will shall, without the consent of the indemnified party, 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 litigationlitigation or which requires action other than the payment of money by the indemnifying party. An Each indemnified party shall furnish such information regarding itself or the claim in question as an indemnifying party who is not entitled to, or elects not to, assume may reasonably request in writing and as shall be reasonably requested in connection with the defense of a such 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 with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counselslitigation 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 subsections of this Section 53.6, such indemnified party willshall, 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 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 the preceding subsections of this Section 53.6, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 3.6. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in such the opinion of outside counsel to the indemnified party's reasonable judgment party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and after the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties and the indemnifying party shall be obligated to pay the reasonable fees and expenses of such separate counsel or counsels. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofthereof and approval by the indemnified party of such counsel, the indemnifying party will shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof, thereof other than reasonable costs of investigation (unless the proviso 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 preceding sentence shall be applicable). No indemnifying party will not shall be subject to any liability liable for any settlement made of any action or proceeding effected without its written consent (which consent shall not be unreasonably withheld). No indemnifying party will shall, without the consent of the indemnified party, 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. 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 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels.

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 52.7(a) or (b), 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; providedPROVIDED, 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 subsections subdivisions of this Section 52.7, except to the extent that the indemnifying party is actually and materially prejudiced by such failure to give notice. In case any such action is shall be brought against an any indemnified party, unless in such indemnified party's reasonable judgment a conflict party and it shall notify the indemnifying party of interest between such indemnified and indemnifying parties may exist in respect of such claimthe commencement thereof, the indemnifying party will shall be entitled to participate in and to assume the defense thereoftherein and, jointly with any other indemnifying party similarly notified to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; PROVIDED, HOWEVER, that any 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 after notice from an indemnified party is, or is reasonably likely to become, a party, such indemnified party shall have the indemnifying party right to employ separate counsel at the Company's expense and to control its own defense of such action or proceeding if, in the reasonable opinion of counsel to such indemnified party, (a) there are or may be legal defenses available to such indemnified party of its election so or to assume other indemnified parties that are different from or additional to those available to the defense thereof, Company or (b) any conflict or potential conflict exists between the indemnifying party will not be liable to 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 2.7 for more than one firm of attorneys representing the indemnified parties (together, if appropriate, with one firm of local counsel per jurisdiction) in any one legal action or other expenses subsequently incurred by the latter in connection with the defense thereof, unless in such indemnified party's reasonable judgment a conflict group of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof, and the related legal actions. No indemnifying party will not shall be subject to any liability liable for any settlement made of any action or proceeding effected without its consent (written consent, which consent shall not be unreasonably withheld). No indemnifying party will shall, without the consent of the indemnified party, which consent shall not be unreasonably withheld, 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 with respect to such claim or litigation. An indemnifying party who is not entitled to, litigation or elects not to, assume which requires action other than the defense payment of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified money 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counselsparty.

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 57, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, promptly give written notice to the latter indemnifying party of the commencement of such actionaction or proceeding; provided, 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 subsections paragraphs of this Section 57, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will shall be entitled to participate in therein and to assume the defense thereof, jointly with any other indemnifying party similarly notified notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party 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 thereof except for the reasonable fees and expenses of any counsel retained by such indemnified party's reasonable judgment party to monitor such action or proceeding. Notwithstanding the foregoing, if such indemnified party reasonably determines, based upon advice of independent counsel, that a conflict of interest may exist between the indemnified party and the indemnifying party with respect to such action and that it is advisable for such indemnified and party to be represented by separate counsel, such indemnified party may retain other counsel, reasonably satisfactory to the indemnifying parties arises in respect of party, to represent such claim after the assumption of the defense thereofindemnified party, and the indemnifying party will not be subject to shall pay all reasonable fees and expenses of such counsel. No indemnifying party, in the defense of any liability for any settlement made without its such claim or litigation, shall, except with the consent (of such indemnified party, which consent shall not be unreasonably withheld). No indemnifying party will , consent to entry of any judgment or enter into any settlement which does not include unless such judgment, compromise or settlement (A) includes 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 of such claim or litigation. An indemnifying party who is , (B) does not entitled toinclude a statement as to or an admission of fault, culpability or elects not toa failure to act, 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 or on behalf of any indemnified party a conflict party, and (C) does not require any action other than the payment of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, in which event money by the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counselsparty.

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 re ferred to in the preceding paragraphs of this Section 53.7, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying partyparty hereunder, promptly give prompt written notice to the latter of the commencement of such action; provided, 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 subsections paragraphs of this Section 5, except 3.7 unless the failure to provide prompt written notice shall cause actual prejudice to the extent that the indemnifying party is actually materially prejudiced by such failure to give noticeparty. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict party and it notifies the indemnifying party of interest between such indemnified and indemnifying parties may exist in respect of such claimthe commencement thereof, the indemnifying party will be entitled shall have the right to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with retain counsel reasonably satisfactory to such indemnified partyparty to defend against such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and after notice from expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel and the payment of such fees by the indemnifying party or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or (iii) the indemnifying party has not retained counsel to defend such proceeding, in which case (under any of such clauses (i), (ii) or (iii)) it is understood that (x) the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm for all such indemnified parties and (y) such firm shall be designated in writing by the Holders of a majority of the Registrable Securities included in such Registration Statement in the case of parties indemnified pursuant to Section 3.7(a) and by the Company in the case of parties indemnified pursuant to Section 3.7(b). All fees and expenses that an indemnified party is entitled to receive from an indemnifying party under this Section 3.7 shall be reimbursed as they are incurred, provided that each such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to shall promptly repay such fees and expenses if it is finally judicially determined that such indemnified party for is not entitled to indemnification hereunder. No indemnifying party, in the defense of any legal such claim or other expenses subsequently incurred by the latter in connection litigation, shall, except with the defense thereof, unless in consent of 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 not be unreasonably withheld). No indemnifying party will , consent to entry of any judgment or enter into any settlement of any pending or threatened action in respect of which does not include any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such judgment or settlement includes 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 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 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels.

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 58, 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; providedPROVIDED, 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 subsections of this Section 58, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereofthereof other than reasonable costs of investigation; PROVIDED, unless in such HOWEVER, that the indemnified party shall have the right, at the sole cost and expense of the indemnifying party's reasonable judgment a conflict , to employ counsel to represent the indemnified party and its respective controlling persons, directors, officers, employees or agents who may be subject to liability arising out of interest between such indemnified and indemnifying parties arises any claim in respect of which indemnity may be sought by the indemnified party against such claim after indemnifying party under this Section 8 if (i) the assumption employment of such counsel shall have been authorized in writing by such indemnifying party in connection with the defense thereofof such action, and (ii) the indemnifying party will shall not have promptly employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action or counsel, or (iii) any indemnified party shall have reasonably concluded that there may be subject defenses available to any liability for any settlement made without such indemnified party or its consent (respective controlling persons, directors, officers, employees or agents which consent are in conflict with or in addition to those available to an indemnifying party; PROVIDED, FURTHER, that the indemnifying party shall not be unreasonably withheldobligated to pay for more than the expenses of one firm of separate counsel for the indemnified party (in addition to the reasonable fees and expenses of one firm serving as local counsel). No indemnifying party will consent to entry of any judgment or enter into any settlement which 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. 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 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels.

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 57, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, promptly give prompt 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 subsections paragraphs of this Section 57, except to the extent that the indemnifying party is actually and materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's ’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will shall be entitled to participate in and to assume the defense thereof, jointly for itself, if applicable, together with any other indemnifying indemnified party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified partynotified, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will shall not be liable to such the indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof; provided, unless in that if (i) any indemnified party shall have reasonably concluded that there may be one or more legal or equitable defenses available to such indemnified party which are additional to or conflict with those available to the indemnifying party, or that such claim or litigation involves or could have an effect upon matters beyond the scope of the indemnity provided hereunder, or (ii) such action seeks an injunction or equitable relief against any indemnified party or involves actual or alleged criminal activity, the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party without such indemnified party's reasonable judgment a conflict prior written consent (but, without such consent, shall have the right to participate therein with counsel of interest between its choice) and 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 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 giving by the claimant or plaintiff to reimburse such indemnified party and any Person controlling such indemnified party for that portion 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 any counsel for all parties retained by the indemnified party which is reasonably related to the matters covered by such the indemnity provided hereunder. The indemnifying party with respect shall not, without the consent of the indemnified party, consent to such claimany judgment or settlement that (i) does not contain a full and unconditional release of the indemnified party from all liability concerning any claim or litigation; (ii) includes a statement about or an admission of fault, unless in the reasonable judgment culpability or a failure to act by or on behalf of any indemnified party a conflict of interest may exist between such party; or (iii) commits any indemnified party and to take, or hold back from taking, any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counselsaction.

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 5, 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, that the failure of any the indemnified party to give notice as provided herein shall will not relieve the indemnifying party of its obligations under the preceding subsections of this Section 5Sections 5(a) or 5(b), except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereofthereof other than reasonable costs of investigation. If, unless in such indemnified party's reasonable judgment judgment, having common counsel would result in a conflict of interest between the interests of such indemnified and indemnifying parties arises parties, then such indemnified party may employ separate counsel reasonably acceptable to the indemnifying party to represent or defend such indemnified party in respect of such claim after the assumption of the defense thereofaction, and it being understood, however, that the indemnifying party will not be subject to liable for the reasonable fees and expenses of more than one separate firm of attorneys at any liability time for all such indemnified parties (and not more than one separate firm of local counsel at any settlement made without its consent (which consent shall not be unreasonably withheld)time for all such indemnified parties) in such action. 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 giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to of 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 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels.

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 511.4, 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, 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 subsections of this Section 5Sections 11.4(a) or 11.4(b), except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party 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 thereof other than reasonable costs of investigation. 31 If the indemnified party has been advised by counsel that having common counsel would result in such indemnified party's reasonable judgment a conflict of interest between the interests of such indemnified and indemnifying parties arises in respect of parties, then such claim after the assumption of the defense thereof, and indemnified party may employ separate counsel reasonably acceptable to the indemnifying party will not be subject to any liability for any settlement made without its consent (which consent represent or defend such indemnified party in such action, it being understood, however, that the indemnifying party shall not be unreasonably withheld)liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all such indemnified parties (and not more than one separate firm of local counsel at any time for all such indemnified parties) in such action. 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 giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to of 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 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels.

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 subsections of this Section 52.5, such indemnified party willshall, 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 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 the preceding subsections of this Section 52.5, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 2.5. In case any such action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, unless in such the opinion of outside counsel to the indemnified party's reasonable judgment party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action or proceeding include both the indemnified party and after the indemnifying party and if in the opinion of outside counsel to the indemnified party there may be legal defenses available to such indemnified party and/or other indemnified parties which are different from or in addition to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action or proceeding on behalf of such indemnified party or parties, provided, further, that the indemnifying party shall be obligated to pay for only one counsel and one local counsel for all indemnified parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofthereof and approval by the indemnified party of such counsel, the indemnifying party will shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof, thereof other than reasonable costs of investigation (unless the first proviso 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 preceding sentence shall be applicable). No indemnifying party will not shall be subject to any liability liable for any settlement made of any action or proceeding effected without its written consent. No indemnifying party shall, without the consent of the indemnified party (which consent shall not be unreasonably withheldwithheld or delayed). 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 giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to of 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 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels.

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 53.5, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying partyparty hereunder, promptly give prompt written notice to the latter of the commencement of such action; provided, 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 subsections paragraphs of this Section 5, except 3.5 unless the failure to provide prompt written notice shall cause actual prejudice to the extent that the indemnifying party is actually materially prejudiced by such failure to give noticeparty. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict party and it notifies the indemnifying party of interest between such indemnified and indemnifying parties may exist in respect of such claimthe commencement thereof, the indemnifying party will be entitled shall have the right to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with retain counsel reasonably satisfactory to such indemnified partyparty to defend against such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and after notice from expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel and the payment of such fees by the indemnifying party or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or (iii) the indemnifying party has not retained counsel to defend such proceeding, in which case (under any of such clauses (i), (ii) or (iii)) it is understood that (x) the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm for all such indemnified parties and (y) such firm shall be designated in writing by the Holders of a majority of the Registrable Securities included in such Registration Statement in the case of parties indemnified pursuant to Section 3.5(a) and by the Company in the case of parties indemnified pursuant to Section 3.5(b). All fees and expenses that an indemnified party is entitled to receive from an indemnifying party under this Section 3.5 shall be reimbursed as they are incurred, provided that each such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to shall promptly repay such fees and expenses if it is finally judicially determined that such indemnified party for is not entitled to indemnification hereunder. No indemnifying party, in the defense of any legal such claim or other expenses subsequently incurred by the latter in connection litigation, shall, except with the defense thereof, unless in consent of 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 not be unreasonably withheld). No indemnifying party will , consent to entry of any judgment or enter into any settlement of any pending or threatened action in respect of which does not include any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such judgment or settlement includes 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 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 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels.

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 5action, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, promptly give written notice party pursuant to the latter indemnification provisions of or contemplated by this Section 5, notify such indemnifying party in writing of the commencement of such action; provided, that but the failure of omission so to notify the indemnifying party shall relieve it from liability which it may have to any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section 5, except only to the extent that the indemnifying party is actually materially prejudiced by such failure to give noticethereby. In case any such action is shall be brought against any indemnified party and it shall notify an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will of the commencement thereof, such indemnifying party shall be entitled to participate in and therein and, to assume the defense thereofextent that it shall wish, jointly with any other indemnifying party similarly notified notified, to assume the extent that it may wishdefense thereof, with including the employment of counsel reasonably satisfactory to such indemnified party, and and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the such indemnifying party will shall pay the fees and disbursements of such counsel and shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses expenses, in each case subsequently incurred by such indemnified party unless (i) the latter indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the defense thereofsame jurisdiction, 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 liable for any settlement made without its consent (which consent shall 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 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 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 separate firm (in addition to any local counsel) for all such indemnified parties. Such firm shall be designated in writing by the managing underwriter if the named parties to such proceeding include the managing underwriter and by the Family Stockholders (other than the 1992 Trust and the 1989 Trust) acting by majority vote (in which each such Family Stockholder shall have one vote) in the case of parties indemnified pursuant to paragraph (a) above and by such the Company in the case of parties indemnified pursuant to paragraph (b) above. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent not to be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party not to be unreasonably withheld, effect any settlement of any pending or threatened proceeding in respect to such claim, unless in the reasonable judgment of which any indemnified party is or could have been a conflict party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of interest may exist between such indemnified party and any other from all liability on claims that are the subject matter of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counselsproceeding.

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 58, 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, 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 subsections of this Section 58, except to the extent that the indemnifying party is actually and materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereofthereof other than reasonable costs of investigation; provided that the indemnified party shall have the right to employ counsel to represent the indemnified party and its respective controlling persons, unless in such indemnified party's reasonable judgment a conflict directors, officers, general or limited partners, employees or agents who may be subject to liability arising out of interest between such indemnified and indemnifying parties arises any claim in respect of which indemnity may be sought by the indemnified party against such claim after indemnifying party under this Section 8 if (i) the assumption employment of such counsel shall have been authorized in writing by such indemnifying party in connection with the defense thereofof such action, and (ii) the indemnifying party will not be subject to any liability for any settlement made without its consent (which consent shall not have promptly employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action or counsel, or (iii) any indemnified party shall have reasonably concluded in consultation with counsel that there may be unreasonably withheld)defenses available to such indemnified party or its respective controlling persons, directors, officers, employees or agents which are in conflict with or in addition to those available to the indemnifying party based upon the advice of counsel to the indemnified party, and in that event the reasonable fees and expenses of one firm of separate counsel for the indemnified party shall be paid by the indemnifying party. 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 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 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 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels.

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 58, 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 indemnifying party of the commencement of such action; providedaction or proceeding, provide 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 subsections paragraphs of this Section 58, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in therein and to assume the defense thereof, jointly with any other indemnifying party similarly notified notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party 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 thereof except for the reasonable fees and expenses of any counsel retained by such indemnified party's reasonable judgment party to monitor such action or proceeding. Notwithstanding the foregoing, if such indemnified party reasonably determines, based upon advice of independent counsel, that a conflict of interest may exist between the indemnified party and the indemnifying party with respect to such action and that it is advisable for such indemnified and party to be represented by separate counsel, such indemnified party may retain other counsel, reasonably satisfactory to the indemnifying parties arises in respect of party, to represent such claim after the assumption of the defense thereofindemnified party, and the indemnifying party will not be subject to shall pay all reasonable fees and expenses of such counsel. No indemnifying party, in the defense of any liability for any settlement made without its such claim or litigation, shall, except with the consent (of such indemnified party, which consent shall 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 giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to of 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 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels.

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 5Article III, such indemnified party willshall, 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, 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 subsections sections of this Section 5Article III, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereofand, jointly with any other indemnifying party similarly notified 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 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, unless in such indemnified party's ’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 exists or the indemnifying party will is not adequately defending such action or proceeding. In such event, the indemnified party shall be subject entitled to any liability for any settlement made without retain its consent (which consent shall not be unreasonably withheld). No own counsel to jointly participate in such defense, provided, that an indemnifying 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. 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 such counsel (together with appropriate local counsel) for all parties indemnified by such indemnifying party with respect to such claim, 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counselscounsels (together with the fees of local counsel). An indemnifying party will not be subject to any liability for any settlement made without its consent (which consent shall not be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement of any pending or threatened proceeding involving an indemnified party which (i) 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 (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on such 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 in the preceding paragraphs of this Section 51.6, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying partyparty hereunder, promptly give written notice to the latter of the commencement of such action; provided, 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 subsections paragraphs of this Section 5, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice1.6. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in 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 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; and provided, unless in further, that if such indemnified party's reasonable judgment party and the indemnifying party 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 to such action and that it is advisable for such indemnified and party to be represented by separate counsel, such indemnified party may retain other counsel, reasonably satisfactory to the indemnifying parties arises in respect of party, to represent such claim after the assumption of the defense thereofindemnified party, and the indemnifying party will not be subject to shall pay all reasonable fees and expenses of such counsel. No indemnifying party, in the defense of any liability for any settlement made without its such claim or litigation, shall, except with the consent (of such indemnified party, which consent shall 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 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 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 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels.

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 or contribution may be made pursuant to this Section 54, 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 actionaction or proceeding; provided, 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 subsections subdivisions of this Section 54, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action or proceeding is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and to shall assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, thereof with counsel reasonably satisfactory to the indemnified party. The indemnified party shall have the right to employ separate counsel in any such action or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party, and after notice from party unless (i) the indemnifying party has agreed to pay such indemnified fees and expenses or (ii) the indemnifying party of its election so shall have failed to assume the defense thereofof such action or proceeding or to employ counsel reasonably satisfactory to the indemnified party therein or (iii) the named parties to any such action or proceeding (including any impleaded party) include both the indemnifying party and the indemnified party and (x) there are one or more legal defenses available to the indemnified party which are different from or additional to those available to the indemnifying party and which result in a conflict between the indemnifying party and such indemnified party or (y) the representation of both parties by the same counsel would be inappropriate due to differing interests between them, in either which case under the preceding clause (iii), if the indemnified party notifies the indemnifying party in writing that the indemnified party elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party will shall not be liable have the right to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with assume the defense thereof, unless in of such action or proceeding on behalf of the 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 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 giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. An The indemnifying party who is not entitled toshall not, in connection with any one such action or elects not toproceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, assume the defense of a claim will not be obligated to pay liable for the fees and expenses of more than one counsel separate firm of attorneys at any time for all parties indemnified by such indemnifying party with respect to such claimparties, 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, in which event the indemnifying party firm shall be obligated to pay designated in writing by the fees and expenses of such additional counsel or counselsindemnified parties.

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 512, 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 subsections of this Section 512, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's ’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereofand, jointly with any other indemnifying party similarly notified 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 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, unless in such indemnified party's ’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 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 giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to of 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 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels.

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 5Article VI, such indemnified party willshall, 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, 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 subsections Sections of this Section 5Article VI, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereofand, jointly with any other indemnifying party similarly notified 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 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, unless in such indemnified party's reasonable judgment judgement a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof, and thereof or a court of competent jurisdiction determines that the indemnifying party is not vigorously defending such action or proceeding. An indemnifying party will not be subject to any liability for any settlement made without its consent (which consent shall not be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement of any pending or threatened proceeding which (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such all indemnified party parties of a release from all liability in respect to such claim or litigation, (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on such indemnified party or (iii) otherwise adversely affects such indemnified party, other than as a result of the imposition of financial obligations for which such indemnified party will be indemnified hereunder. An Notwithstanding anything to the contrary contained herein, 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 (together with 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 with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counselscounsels (together with the fees of local counsel).

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 52.5(a) or (b), such indemnified party willshall, 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 subsections subdivisions of this Section 52.5, except to the extent that the indemnifying party is actually and materially prejudiced by such failure to give notice. In case any such action is shall be brought against an any indemnified party, unless in such indemnified party's reasonable judgment a conflict party and it shall notify the indemnifying party of interest between such indemnified and indemnifying parties may exist in respect of such claimthe commencement thereof, the indemnifying party will shall be entitled to participate in and to assume the defense thereoftherein and, jointly with any other indemnifying party similarly notified to the extent that it may wish, 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 will 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, unless however, that any 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 the Company as well as an indemnified party is, or is reasonably likely to become, a party, such indemnified party shall have the right to employ separate counsel at the expense of the Company, and to control its own defense of such action or proceeding if, in the reasonable opinion of counsel to such indemnified party's reasonable judgment a conflict of interest between , (a) there are or may be any legal defenses available to such indemnified party or to other indemnified parties that are different from or additional to those available to the Company, or (b) any conflict or potential conflict exist between the Company and indemnifying parties arises such indemnified party that would make such separate representation advisable in respect of such claim after the assumption opinion of the defense thereof, and the indemnified party. No indemnifying party will not shall be subject to any liability liable for any settlement made of any action or proceeding effected without its consent (written consent, which consent shall not be unreasonably withheld). No indemnifying party will shall, without the consent of the indemnified party, which consent shall not be unreasonably withheld, 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. An litigation or which requires action other than the payment of money by the indemnifying party who is not entitled to, or elects not to, assume which otherwise adversely affects 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 with respect to such claim, in which event the party. No indemnifying party shall be obligated to pay the fees and expenses liable for any settlement of such additional counsel any action or counselsproceeding effected without its written 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 52.7, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying partyparty hereunder, promptly give written notice to the latter of the commencement of such action; provided, 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 subsections paragraphs of this Section 5, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice2.7. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in 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 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 provided that if such indemnified party's reasonable judgment party and the indemnifying party 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 to such action and that it is advisable for such indemnified and party to be represented by separate counsel, such indemnified party may retain other counsel, reasonably satisfactory to the indemnifying parties arises in respect of party, to represent such claim after the assumption of the defense thereofindemnified party, and the indemnifying party will not be subject to shall pay all reasonable fees and expenses of such counsel. No indemnifying party, in the defense of any liability for any settlement made without its such claim or litigation, shall, except with the consent (of such indemnified party, which consent shall 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 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 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 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels.

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 52.4, 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 (i) shall not relieve the indemnifying party of its obligations under the preceding subsections paragraphs of this Section 52.4, except to the extent that the failure results in the forfeiture by the indemnifying party is actually materially prejudiced by such failure of substantial rights and (ii) will not, in any event, relieve the indemnifying party from any obligation to give noticeany indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. In case If any such claim or action is shall be brought against an indemnified party, unless 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 of its choosing; provided, however, that -------- ------- if, in such any indemnified party's reasonable judgment, a conflict of interest between the 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 counsel reasonably satisfactory to the indemnifying party at the indemnifying party's reasonable expense to represent such indemnified party; provided, however, that if the indemnified party or -------- ------- parties in such instance is or are Holder(s), then one such firm of attorneys shall be selected by a majority of the indemnified parties based upon their respective percentage ownership of Registrable Securities covered by such Registration Statement; and provided further, that if, in the reasonable -------- ------- judgment of any indemnified party, a conflict of interest between such indemnified party and indemnifying any other indemnified parties may exist exists in respect of such claim, the indemnifying each such indemnified party will 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 one additional 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 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 shall be subject obligated to pay the reasonable fees and expenses of such additional counsel or counsels. Once the indemnifying party has assumed the defense of any liability for any settlement made without its consent (which consent shall not be unreasonably withheld). No indemnifying claim, no indemnified party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof without the giving by the claimant or plaintiff indemnifying party's consent to such indemnified party of a release from all liability in respect to such claim judgment 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 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counselssettlement.

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 52.7(a) or (b), 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 subsections subdivisions of this Section 52.7, except to the extent that the indemnifying party is actually and materially prejudiced by such failure to give notice. In case any such action is shall be brought against an any indemnified party, unless in such indemnified party's reasonable judgment a conflict party and it shall notify the indemnifying party of interest between such indemnified and indemnifying parties may exist in respect of such claimthe commencement thereof, the indemnifying party will shall be entitled to participate in and to assume the defense thereoftherein and, jointly with any other indemnifying party similarly notified to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, that any 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 after notice from an indemnified party is, or is reasonably likely to become, a party, such indemnified party shall have the indemnifying party right to employ separate counsel at the Company*s expense and to control its own defense of such action or proceeding if, in the opinion of counsel to such indemnified party, (a) there are or may be legal defenses available to such indemnified party of its election so or to assume other indemnified parties that are different from or additional to those available to the defense thereof, Company or (b) any conflict or potential conflict exists between the indemnifying party will not be liable to 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 2.7 for more than one firm of attorneys representing the indemnified parties (together, if appropriate, with one firm of local counsel per jurisdiction) in any one legal action or other expenses subsequently incurred by the latter in connection with the defense thereof, unless in such indemnified party's reasonable judgment a conflict group of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof, and the related legal actions. No indemnifying party will not shall be subject to any liability liable for any settlement made of any action or proceeding effected without its consent (written consent, which consent shall not be unreasonably withheld). Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested the indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 2.7, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without the indemnifying party*s written consent if (i) such settlement is entered into more than thirty (30) days after receipt by the indemnifying party of the aforesaid request, and (ii) the indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party will shall, without the consent of the indemnified party, which consent shall not be unreasonably withheld, 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. An indemnifying party who is not entitled to, litigation or elects not to, assume which requires action other than the defense payment of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified money 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counselsparty.

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 5action, such indemnified party willshall, if a claim in respect thereof is to be made against an indemnifying party, promptly give written notice party pursuant to the latter indemnification provisions of or contemplated by this Section 6, notify such indemnifying party in writing of the commencement of such action; provided, 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 other than under the preceding subsections indemnification provisions of this or contemplated by Section 5, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice6(a) or 6(b) hereof. In case any such action is shall be brought against any indemnified party and it shall notify an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will of the commencement thereof, such indemnifying party shall be entitled to participate in and therein and, to assume the defense thereofextent that it shall wish, jointly with any other indemnifying party similarly notified notified, to assume the extent that it may wishdefense thereof, with counsel reasonably satisfactory to such indemnified party (who may be counsel to the indemnifying party unless representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interest between them) provided, however, that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, and after the indemnified party or parties shall have the right to select separate counsel (in which case the indemnifying party shall not have the right to direct the defense of such action on behalf of the indemnified party or parties). After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the such indemnifying party will shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses expenses, in each case subsequently incurred by the latter such indemnified party, in connection with the defense thereofthereof other than reasonable costs of investigation unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence, 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 (ii) the indemnifying party will shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time, or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party. No indemnifying party shall be subject to liable for settlement of any liability for any settlement made proceeding effected without its consent (written consent, which consent shall 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 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 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 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels.

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 52.7(a) or (b), 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; providedPROVIDED, 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 subsections subdivisions of this Section 52.7, except to the extent that the indemnifying party is actually and materially prejudiced by such failure to give notice. In case any such action is shall be brought against an any indemnified party, unless in such indemnified party's reasonable judgment a conflict party and it shall notify the indemnifying party of interest between such indemnified and indemnifying parties may exist in respect of such claimthe commencement thereof, the indemnifying party will shall be entitled to participate in and to assume the defense thereoftherein and, jointly with any other indemnifying party similarly notified to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; PROVIDED FURTHER, HOWEVER, that any 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 after notice from an indemnified party is, or is reasonably likely to become, a party, such indemnified party shall have the indemnifying party right to employ separate counsel at the Company's expense and to control its own defense of such action or proceeding if, in the reasonable opinion of counsel to such indemnified party, (a) there are or may be legal defenses available to such indemnified party of its election so or to assume other indemnified parties that are different from or additional to those available to the defense thereof, Company or (b) any conflict or potential conflict exists between the indemnifying party will not be liable to 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 2.7 for more than one firm of attorneys representing the indemnified parties (together, if appropriate, with one firm of local counsel per jurisdiction) in any one legal action or other expenses subsequently incurred by the latter in connection with the defense thereof, unless in such indemnified party's reasonable judgment a conflict group of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof, and the related legal actions. No indemnifying party will not shall be subject to any liability liable for any settlement made of any action or proceeding effected without its consent (written consent, which consent shall not be unreasonably withheld). No indemnifying party will shall, without the consent of the indemnified party, which consent shall not be unreasonably withheld, 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 with respect to such claim or litigation. An indemnifying party who is not entitled to, litigation or elects not to, assume which requires action other than the defense payment of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified money 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counselsparty.

Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder of 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 52.5, 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 indemnifying party of the commencement of such action; 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 subsections of this Section 52.5, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereofand, jointly with any other indemnifying party similarly notified 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 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, 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 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 giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to of 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 in any single jurisdiction 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counselscounsels as may be reasonably necessary. Notwithstanding anything to the contrary set forth herein, and without limiting any of the rights set forth above, in any event each Participating Holder will have the right to retain at its own expense, counsel with respect to the defense of a 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 a claim for indemnification may be made pursuant to this Section 5Article 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 subsections of this Section 5Article IX, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereofand, jointly with any other indemnifying party similarly notified 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 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, 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 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 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 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 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, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels.