Common use of Notices of Claims, Etc Clause in Contracts

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party of notice of the commencement of any action, proceeding, claim, investigation or other similar event involving a claim referred to in this Section 5.1, if a claim in respect thereof is to be made against a party required to provide indemnification (an "Indemnifying Party"), the Indemnified Party shall 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 obligation under this Section 5.1, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party may exist in respect of such claim, then each Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement 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.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party indemnified party under subsection (a) or (b) above of written notice of the commencement of any action, proceeding, claim, investigation or other similar event involving a claim referred to in this Section 5.1such indemnified party shall, if a claim in respect thereof is to be made against a an indemnifying party required to provide indemnification (an "Indemnifying Party"), the Indemnified Party shall give written notice 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, however, that but the failure of any Indemnified Party omission so to give notice as provided herein notify the indemnifying party shall not relieve the Indemnifying Party of its obligation under this Section 5.1, it from any liability which it may have to any indemnified party except to the extent that the Indemnifying Party 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 Partyindemnifying party of the commencement thereof, unless in the reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party may exist in respect of such claim, then each Indemnifying Party indemnifying party shall be entitled to participate in and therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After 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), and, after notice from the Indemnifying Party indemnifying party to such Indemnified Party indemnified party of its election so to assume the defense thereof, the Indemnifying Party such indemnifying party shall not be liable to such Indemnified Party 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 other than reasonable costs of investigation. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement 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.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party hereunder of written notice of the commencement of any action, proceeding, claim, investigation or other similar event involving Action with respect to which a claim referred for indemnification may be made pursuant to in this Section 5.1Article IV, such Indemnified Party will, if a claim in respect thereof is to be made against a party required to provide indemnification (an "Indemnifying Party")indemnifying party, the Indemnified Party shall give written notice to the latter of the commencement of such actionAction; provided, however, provided that the failure of any the Indemnified Party to give notice as provided herein (i) shall not relieve the Indemnifying Party indemnifying party of its obligation obligations under this Section 5.1Article IV, except to the extent that the Indemnifying Party indemnifying party is actually materially prejudiced by such failure to give notice, and (ii) shall not, in any event, relieve the indemnifying party from any obligations which it may have to any Indemnified Party other than the indemnification obligation provided in Sections 4.1 and 4.2. In case any such action Action is brought against an Indemnified Party, unless in the such Indemnified Party’s reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party indemnifying parties may exist in respect of such claimAction, then each Indemnifying Party shall the indemnifying party will be entitled to participate in and to assume the defense thereofthereof (at its expense), jointly with any other Indemnifying Party indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall indemnifying party will consent to entry of any judgment or enter into settle any settlement without the consent of the Indemnified Party if such judgment or settlement Action which (i) does not include include, 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 of such claim Action and (ii) does not involve the imposition of equitable remedies or litigationof any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for such Indemnified Party will be indemnified hereunder.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in the preceding paragraph (a) or (b) of this Section 5.17, such Indemnified Party will, if a claim in respect thereof is to be made against a party required an Indemnifying Party pursuant to provide indemnification (an "Indemnifying Party")such paragraphs, the Indemnified Party shall give written notice to the latter of the commencement of such action; provided, however, provided that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligation obligations under the preceding paragraphs of this Section 5.17, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party may exist in respect of such claim, then each Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation; provided that the Indemnified Party or Indemnified Parties shall have the right to employ one counsel to represent it or them if (A) in the reasonable judgment of the Indemnified Party or Indemnified Parties, it is advisable for it or them to be represented by separate counsel by reason of having legal defenses which are different from or in addition to those available to the Indemnifying Party or (B) the named parties to any such action include both the Indemnifying Party and the Indemnified Party and the Indemnified Party shall have been advised by its counsel that there may be a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such action, and in any of the foregoing events the reasonable fees and expenses of such one counsel shall be paid by the Indemnifying Party. If the Indemnifying Party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for the Indemnified Parties with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other Indemnified Parties with respect to such claim, in which event the Indemnifying Party shall be obligated to pay the fees and expenses of such additional counsel for the Indemnified Parties or counsels. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement 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 litigationlitigation or (ii) includes any admission of wrongdoing on the part of the Indemnified Party.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in the preceding subdivisions of this Section 5.16, such Indemnified Party will, if a claim in respect thereof is to be made against a party required to provide indemnification (an "Indemnifying Party"), the Indemnified Party shall 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 obligation under the preceding subdivisions of this Section 5.16, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the such Indemnified Party's reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party Parties may exist in respect of such claim, then each the Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or 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.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in this Section 5.1, if a claim in respect thereof is to be made against a party required to provide indemnification (an "Indemnifying Party"), the Indemnified Party shall 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 obligation under this Section 5.1, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party may exist in respect of such claim, then each Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement 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.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party indemnified party under subsection (a) or (b) above of written notice of the commencement of any action, proceeding, claim, investigation or other similar event involving a claim referred to in this Section 5.1such indemnified party shall, if a claim in respect thereof is to be made against a an indemnifying party required to provide indemnification (an "Indemnifying Party"), the Indemnified Party shall give written notice 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, however, that but the failure of any Indemnified Party omission so to give notice as provided herein notify the indemnifying party shall not relieve the Indemnifying Party of its obligation under this Section 5.1, it from any liability which it may have to any indemnified party except to the extent that the Indemnifying Party 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 Partyindemnifying party of the commencement thereof, unless in the reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party may exist in respect of such claim, then each Indemnifying Party indemnifying party shall be entitled to participate in and therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After 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), and, after notice from the Indemnifying Party indemnifying party to such Indemnified Party indemnified party of its election so to assume the defense thereof, the Indemnifying Party such indemnifying party shall not be liable to such Indemnified Party 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 other than reasonable costs of investigation. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement 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.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in the preceding paragraph (a) or (b) of this Section 5.14.6, such Indemnified Party shall, if a claim in respect thereof is to be made against a party required an Indemnifying Party pursuant to provide indemnification (an "Indemnifying Party")such paragraphs, the Indemnified Party shall give written notice to the latter of the commencement of such action; provided, however, provided that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligation obligations under the preceding paragraphs of this Section 5.14.6, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless the Indemnifying Party shall be entitled to participate in and, unless, in the reasonable judgment of such any Indemnified Party Party, a conflict of interest between such Indemnified Party and the any Indemnifying Party may exist in exists with respect of to such claim, then each Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation; provided that the Indemnified Party may participate in such defense at the Indemnified Party’s expense; and provided further, that the Indemnified Party or Indemnified Parties shall have the right to employ one counsel to represent it or them if, in the reasonable judgment of the Indemnified Party or Indemnified Parties, it is advisable for it or them to be represented by separate counsel by reason of having legal defenses which are different from or in addition to those available to the Indemnifying Party, and in that event the reasonable fees and expenses of such one counsel shall be paid by the Indemnifying Party. If the Indemnifying Party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for the Indemnified Parties with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other Indemnified Parties with respect to such claim, in which event the Indemnifying Party shall be obligated to pay the fees and expenses of such additional counsel for the Indemnified Parties or counsels. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be subject to any liability 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 of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in the preceding subdivisions of this Section 5.16, such Indemnified Party will, if a claim in respect thereof is to be made against a party required to provide indemnification (an "Indemnifying Party"), the Indemnified Party shall 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 obligation under the preceding subdivisions of this Section 5.16, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the such Indemnified Party's reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party indemnifying parties may exist in respect of such claim, then each the Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or 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.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in this Section 5.1, if a claim in respect thereof is to be made against a party required to provide indemnification (an "Indemnifying Party"), the Indemnified Party shall 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 obligation under this Section 5.1, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party may exist in respect of such claim, then each Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement 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.. (d)

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in the preceding paragraph (a) or (b) of this Section 5.16, such Indemnified Party will, if a claim in respect thereof is to be made against a party required an Indemnifying Party pursuant to provide indemnification (an "Indemnifying Party")such paragraphs, the Indemnified Party shall give written notice to the latter of the commencement of such action; provided, however, provided that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligation obligations under the preceding paragraphs of this Section 5.16, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party may exist in respect of such claim, then each Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation; provided that the Indemnified Party may participate in such defense at the Indemnified Party’s expense; and provided further that the Indemnified Party (or Indemnified Parties) shall have the right to employ one counsel and one local counsel to represent it (or them, collectively) if, in the reasonable judgment of the Indemnified Party or Indemnified Parties, it is advisable for it (or them) to be represented by separate counsel by reason of having legal defenses which are different from or in addition to those available to the Indemnifying Party, and in that event the reasonable fees and expenses of such counsel shall be paid by the Indemnifying Party; provided further, however, that if an Indemnified Party (or Indemnified Parties) shall have reasonably concluded, after consultation with counsel, that there may be defenses available to it (or them) that are different from, additional to, or in conflict with those available to one or all of the Indemnified Parties such Indemnified Party (or Indemnified Parties) shall have the right to employ separately one counsel and one local counsel to represent it (or them, collectively), and in that event the reasonable fees and expenses of such counsel, shall also be paid by the Indemnified Party. If the Indemnifying Party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for the Indemnified Parties with respect to such claim. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or 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. No Indemnifying Party shall be subject to any liability 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 of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in the preceding subdivisions of this Section 5.1, such Indemnified Party will, if a claim in respect thereof is to be made against a party required to provide indemnification (each, an "“Indemnifying Party"” and collectively, the “Indemnifying Parties”), the Indemnified Party shall 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 obligation under the preceding subdivisions of this Section 5.1, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the such Indemnified Party’s reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party may exist in respect of such claim, then each the Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or 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 that imposes any ongoing restrictions or covenants pertaining to the Indemnified Party.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party hereunder of written notice of the commencement of any action, proceeding, claim, investigation action or other similar event involving proceeding with respect to which a claim referred for indemnification may be made pursuant to in this Section 5.15, such Indemnified Party will, if a claim in respect thereof is to be made against a party required to provide indemnification (an "Indemnifying Party")indemnifying party, the Indemnified Party shall give written notice to the latter of the commencement of such action; provided, however, provided that the failure of any the Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party indemnifying party of its obligation obligations under the preceding subdivisions of this Section 5.15, except to the extent that the Indemnifying Party indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the such Indemnified Party's reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party indemnifying parties may exist in respect of such claim, then each Indemnifying Party shall the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall indemnifying party will consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement which does not include 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.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party hereunder of written notice of the commencement of any action, proceeding, claim, investigation action or other similar event involving proceeding with respect to which a claim referred for indemnification may be made pursuant to in this Section 5.15, such Indemnified Party will, if a claim in respect thereof is to be made against a party required to provide indemnification (an "Indemnifying Party")indemnifying party, the Indemnified Party shall 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 indemnifying party of its obligation obligations under the preceding subdivisions of this Section 5.15, except to the extent that the Indemnifying Party indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the such Indemnified Party's reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party indemnified and the Indemnifying Party indemnifying parties may exist in respect of such claim, then each Indemnifying Party shall the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall indemnifying party will consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement which does not include include, 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, without the prior written consent of the Indemnified Party.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party indemnified party of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in this Section 5.12.8(a) or (b) above, such indemnified party will, if a claim in respect thereof is to be made against a party required to provide indemnification (an "Indemnifying Party")indemnifying party, the Indemnified Party shall give written notice to the latter of the commencement of such action; provided, however, that the failure of any Indemnified Party indemnified party to give notice as provided herein shall not relieve the Indemnifying Party indemnifying party of its obligation obligations under this Section 5.1Sections 2.8(a) and (b) above, except to the extent that the Indemnifying Party indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Partyindemnified party, unless in the such indemnified party's reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party indemnified and the Indemnifying Party indemnifying parties may exist in respect of such claim, then each Indemnifying Party the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After indemnified party, and after notice from the Indemnifying Party indemnifying party to such Indemnified Party indemnified party of its election so to assume the defense thereof, the Indemnifying Party indemnifying party shall not be liable to such Indemnified Party indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party indemnified party of a release from all liability in respect to such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in the preceding paragraphs of this Section 5.1SECTION 3, such Indemnified Party will, if a claim in respect thereof is to be made against a party required to provide indemnification (an "Indemnifying PartyINDEMNIFYING PARTY"), the Indemnified Party shall 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 obligation under the preceding paragraphs of this Section 5.1SECTION 3, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the such Indemnified Party's reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party Parties may exist in respect of such claim, then each the Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or 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.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party of notice of the commencement of any action, proceeding, claim, investigation or other similar event involving a claim referred Each party entitled to in indemnification ----------------------- under this Section 5.1, if a claim in respect thereof is 7 (the "Indemnified Party") shall give notice to be made against a the party required to provide indemnification (an the "Indemnifying Party")) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of such claim or any litigation resulting therefrom, provided, that counsel for the -------- Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall give written notice to not unreasonably be withheld), and the latter of the commencement of Indemnified Party may participate in such action; defense at such party's expense, and provided, howeverfurther, -------- ------- that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligation obligations under this Section 5.17, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give noticeis not prejudicial. In case No Indemnifying Party, in the defense of any such action is brought against an claim or litigation, shall except with the consent of each Indemnified Party, unless in the reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party may exist in respect of such claim, then each Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement 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 litigationlitigating. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim and litigation resulting therefrom.

Notices of Claims, Etc. Promptly after receipt by any Person entitled to indemnification hereunder (an “Indemnified Party Party”) of written notice of the commencement of any action, proceeding, claim, investigation or other similar event involving Proceeding with respect to which a claim referred for indemnification may be made pursuant to in this Section 5.13.4, such Indemnified Party will, if a claim in respect thereof is to be made against a party required to provide indemnification the Person from whom indemnity is sought (an "the “Indemnifying Party"”), the Indemnified Party shall give written notice to the latter Indemnifying Party of the commencement of such actionProceeding; provided, however, that the failure of any the Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligation obligations under this Section 5.13.4, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action Proceeding is brought against an Indemnified Party, unless in the reasonable judgment of advised by such Indemnified Party Party’s counsel in a written opinion that a conflict of interest between such Indemnified Party and the Indemnifying Party may exist exists in respect of such claim or the Indemnifying Party fails to timely assume the defense of such claim, then each the Indemnifying Party shall 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. After , and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall will consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement 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 litigationParty’s prior written consent.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party indemnified party of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in this Section 5.12.6(a) or 2.6(b), such indemnified party will, if a claim in respect thereof is to be made against a party required to provide indemnification (an "Indemnifying Party")indemnifying party, the Indemnified Party shall give written notice to the latter of the commencement of such action; provided, however, provided that the failure of any Indemnified Party indemnified party to give notice as provided herein shall not relieve the Indemnifying Party indemnifying party of its obligation obligations under this Section 5.12.6(a) or 2.6(b), as the case may be, except to the extent that the Indemnifying Party indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Partyindemnified party, unless in the such indemnified party's reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party indemnified and the Indemnifying Party indemnifying parties may exist in respect of such claim, then each Indemnifying Party the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After indemnified party, and after notice from the Indemnifying Party indemnifying party to such Indemnified Party indemnified party of its election so to assume the defense thereof, the Indemnifying Party indemnifying party shall not be liable to such Indemnified Party indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party indemnified party of a release from all liability in respect to such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in the preceding subdivisions of this Section 5.1, such Indemnified Party will, if a claim in respect thereof is to be made against a party required to provide indemnification (an "“Indemnifying Party"”), the Indemnified Party shall 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 obligation under the preceding subdivisions of this Section 5.1, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the such Indemnified Party’s reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party indemnifying parties may exist in respect of such claim, then each the Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or 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.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in the preceding paragraph (a) or (b) of this Section 5.12.04, such Indemnified Party will, if a claim in respect thereof is to be made against a party required an Indemnifying Party pursuant to provide indemnification (an "Indemnifying Party")such paragraphs, the Indemnified Party shall give written notice to the latter of the commencement of such action; provided, however, provided that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligation obligations under the paragraph (a) or (b) of this Section 5.12.04, as the case may be, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless the Indemnifying Party shall be entitled to participate in and, unless, in the reasonable judgment of such any Indemnified Party Party, a conflict of interest between such Indemnified Party and the any Indemnifying Party may exist in exists with respect of to such claim, then each Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation; provided that the Indemnified Party may participate in such defense at the Indemnified Party's expense; and provided further that the Indemnified Party or Indemnified Parties shall have the right to employ one counsel to represent it or them if, in the reasonable judgment of the Indemnified Party or Indemnified Parties, it is advisable for it or them to be represented by separate counsel by reason of having legal defenses which are different from or in addition to those available to the Indemnifying Party, and in that event the reasonable fees and expenses of such one counsel shall be paid by the Indemnifying Party. If the Indemnifying Party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for the Indemnified Parties with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other Indemnified Parties with respect to such claim, in which event the Indemnifying Party shall be obligated to pay the fees and expenses of such additional counsel for the Indemnified Parties or counsels. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party. No Indemnifying Party if such judgment or shall be subject to any liability for any settlement does made without its consent, which consent shall 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 litigationbe unreasonably withheld.

Notices of Claims, Etc. Promptly after receipt by any Person entitled to indemnification hereunder (an “Indemnified Party Party”) of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in this Section 5.12.07(a) or (b) above, such Indemnified Party will, if a claim in respect thereof is to be made against a party required to provide indemnification any Person from whom indemnity is sought (an "the “Indemnifying Party"”), the Indemnified Party shall give written notice to the latter of the commencement of such action; provided, however, provided that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligation obligations under this in Section 5.12.07(a) or (b) above, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the such Indemnified Party’s reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party Parties and the Indemnifying Party Parties may exist in respect of such claim, then each the Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigationthereof. No Indemnifying Party shall shall, without the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnified Party shall settle any claim for which indemnity maybe sought under this Agreement without the consent of the Indemnifying Party.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in the preceding subdivisions of this Section 5.15, such Indemnified Party will, if a claim in respect thereof is to be made against a party required to provide indemnification (an "Indemnifying Party"), the Indemnified Party shall 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 obligation under the preceding subdivisions of this Section 5.15, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the such Indemnified Party's reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party indemnifying parties may exist in respect of such claim, then each the Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or 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.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in the preceding subdivisions of this Section 5.1, such Indemnified Party will, if a claim in respect thereof is to be made against a party required to provide indemnification (each, an "“Indemnifying Party"” and collectively, the “Indemnifying Parties”), the Indemnified Party shall 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 obligation under the preceding subdivisions of this Section 5.1, except to the extent that the Indemnifying Party is actually substantially prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the such Indemnified Party’s reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party may exist in respect of such claim, then each the Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. Provided, however, that if there is a conflict of interest between the Indemnified Party and the Indemnifying Party, then the Indemnified Party may retain counsel of its own choosing and at the expense of the Indemnifying Party. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement 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 litigationlitigation or that imposes any ongoing restrictions or covenants pertaining to the Indemnified Party.

Notices of Claims, Etc. Promptly after receipt by an Indemnified ----------------------- Party of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in the preceding paragraph (a) or (b) of this Section 5.15, such -------------------- --------- Indemnified Party will, if a claim in respect thereof is to be made against a party required an Indemnifying Party pursuant to provide indemnification (an "Indemnifying Party")such paragraphs, the Indemnified Party shall give written notice to the latter of the commencement of such action; provided, however, provided that the failure of any -------- Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligation obligations under the preceding paragraphs of this Section 5.15, except to the extent that the Indemnifying Party is actually --------- prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless the Indemnifying Party shall be entitled to participate in and, unless, in the reasonable judgment of such any Indemnified Party Party, a conflict of interest between such Indemnified Party and the any Indemnifying Party may exist in exists with respect of to such claim, then each Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation; provided that the Indemnified Party may participate in such -------- defense at the Indemnified Party's expense; and provided further that the -------- ------- Indemnified Party or Indemnified Parties shall have the right to employ one counsel to represent it or them if, in the reasonable judgment of the Indemnified Party or Indemnified Parties, it is advisable for it or them to be represented by separate counsel by reason of having legal defenses which are different from or in addition to those available to the Indemnifying Party, and in that event the reasonable fees and expenses of such one counsel shall be paid by the Indemnifying Party. If the Indemnifying Party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for the Indemnified Parties with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other Indemnified Parties with respect to such claim, in which event the Indemnifying Party shall be obligated to pay the fees and expenses of such additional counsel for the Indemnified Parties or counsels. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be subject to any liability 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, proceeding, claim, investigation action or other similar event involving proceeding with respect to which a claim referred for indemnification may be made pursuant to in this Section 5.16, such Indemnified Party will, if a claim in respect thereof is to be made against a party required to provide indemnification (an "Indemnifying Party")indemnifying party, the Indemnified Party shall 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 indemnifying party of its obligation obligations under the preceding subdivisions of this Section 5.16, except to the extent that the Indemnifying Party indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the such Indemnified Party's reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party indemnifying parties may exist in respect of such claim, then each Indemnifying Party shall the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall indemnifying party will consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement which does not include 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.

Notices of Claims, Etc. Promptly after receipt by an any Person entitled to indemnification under subsection (a) or (b) above (the “Indemnified Party Party”) of notice of the commencement of any proceeding or action, proceeding, claim, investigation or other similar event involving a claim referred to in this Section 5.1such Indemnified Party shall, if a claim in respect thereof is to be made against a an indemnifying party required to provide indemnification (an "the “Indemnifying Party")”) under this Section 4, the Indemnified notify such Indemnifying Party shall give written notice to the latter in writing of the commencement of such actionthereof; provided, however, that but the failure of omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligation otherwise than under this Section 5.1, subsection (a) or (b) above (except to the extent that the Indemnifying Party is actually materially prejudiced or otherwise forfeits rights or defenses by reason of such failure to give noticefailure). In case any such action is shall be brought against an Indemnified Party, unless in the reasonable judgment of such Indemnified Party a conflict of interest between such any Indemnified Party and the it shall notify an Indemnifying Party may exist in respect of the commencement thereof, such claim, then each 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. After , and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the such Indemnifying Party shall not be liable to such Indemnified Party under this Section 4 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 other than reasonable costs of investigation. No Indemnifying Party shall 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 without threatened action or claim in respect of which indemnification or contribution may be sought under this Section 4 (whether or not the consent 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 if from all liability arising out of such judgment action or settlement 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 on behalf of any Indemnified Party of a release from all liability in respect to such claim or litigationParty.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in the preceding subdivisions of this Section 5.16, such Indemnified Party will, if a claim in respect thereof is to be made against a party required to provide indemnification (an "“Indemnifying Party"”), the Indemnified Party shall 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 obligation under the preceding subdivisions of this Section 5.16, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the such Indemnified Party's reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party Parties may exist in respect of such claim, then each the Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or 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.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in the preceding paragraph (a) or (b) of this Section 5.12.05, such Indemnified Party will, if a claim in respect thereof is to be made against a party required an Indemnifying Party pursuant to provide indemnification (an "Indemnifying Party")such paragraphs, the Indemnified Party shall give written notice to the latter of the commencement of such action; provided, however, provided that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligation obligations under the paragraph (a) or (b) of this Section 5.12.05, as the case may be, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless the Indemnifying Party shall be entitled to participate in and, unless, in the reasonable judgment of such any Indemnified Party Party, a conflict of interest between such Indemnified Party and the any Indemnifying Party may exist in exists with respect of to such claim, then each Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation; provided that the Indemnified Party may participate in such defense at the Indemnified Party's expense; and provided further that the Indemnified Party or Indemnified Parties shall have the right to employ one counsel to represent it or them if, in the reasonable judgment of the Indemnified Party or Indemnified Parties, it is advisable for it or them to be represented by separate counsel by reason of having legal defenses which are different from or in addition to those available to the Indemnifying Party, and in that event the reasonable fees and expenses of such one counsel shall be paid by the Indemnifying Party. If the Indemnifying Party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for the Indemnified Parties with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other Indemnified Parties with respect to such claim, in which event the Indemnifying Party shall be obligated to pay the fees and expenses of such additional counsel for the Indemnified Parties or counsels. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party. No Indemnifying Party if such judgment or shall be subject to any liability for any settlement does made without its consent, which consent shall 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 litigationbe unreasonably withheld.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party hereunder of written notice of the commencement of any action, proceeding, claim, investigation action or other similar event involving proceeding with respect to which a claim referred for indemnification may be made pursuant to in this Section 5.15, such Indemnified Party will, if a claim in respect thereof is to be made against a party required to provide indemnification (an "Indemnifying Party")indemnifying party, the Indemnified Party shall give written notice to the latter of the commencement of such action; provided, however, PROVIDED that the failure of any the Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party indemnifying party of its obligation obligations under the preceding subdivisions of this Section 5.15, except to the extent that the Indemnifying Party indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the such Indemnified Party's reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party indemnifying parties may exist in respect of such claim, then each Indemnifying Party shall the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall indemnifying party will consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement which does not include 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.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in the preceding paragraph (a) or (b) of this Section 5.1SECTION 7.6, such Indemnified Party will, if a claim in respect thereof is to be made against a party required an Indemnifying Party pursuant to provide indemnification (an "Indemnifying Party")such paragraphs, the Indemnified Party shall give written notice to the latter of the commencement of such action; provided, however, PROVIDED that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligation obligations under the preceding paragraphs of this Section 5.1SECTION 7.6, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless the Indemnifying Party shall be entitled to participate in and, unless, in the reasonable judgment of such any Indemnified Party Party, a conflict of interest between such Indemnified Party and the any Indemnifying Party may exist in exists with respect of to such claim, then each Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation; PROVIDED that the Indemnified Party may participate in such defense at the Indemnified Party's expense; and PROVIDED further that the Indemnified Party or Indemnified Parties shall have the right to employ one counsel to represent it or them if, in the reasonable judgment of the Indemnified Party or Indemnified Parties, it is advisable for it or them to be represented by separate counsel by reason of having legal defenses which are different from or in addition to those available to the Indemnifying Party, and in that event the reasonable fees and expenses of such one counsel shall be paid by the Indemnifying Party. If the Indemnifying Party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for the Indemnified Parties with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other Indemnified Parties with respect to such claim, in which event the Indemnifying Party shall be obligated to pay the fees and expenses of such additional counsel for the Indemnified Parties or counsels. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party. No Indemnifying Party if such judgment or shall be subject to any liability for any settlement does made without its consent, which consent shall 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 litigationbe unreasonably withheld.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in the preceding paragraph (a) or (b) of this Section 5.16, such Indemnified Party will, if a claim in respect thereof is to be made against a party required an Indemnifying Party pursuant to provide indemnification (an "Indemnifying Party")such paragraphs, the Indemnified Party shall give written notice to the latter of the commencement of such action; provided, however, provided that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligation obligations under the preceding paragraphs of this Section 5.16, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party may exist in respect of such claim, then each Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation; provided that the Indemnified Party may participate in such defense at the Indemnified Party's expense; and provided further that the Indemnified Party (or Indemnified Parties) shall have the right to employ one counsel to represent it (or them, collectively) if, in the reasonable judgment of the Indemnified Party or Indemnified Parties, it is advisable for it (or them) to be represented by separate counsel by reason of having legal defenses which are different from or in addition to those available to the Indemnifying Party, and in that event the reasonable fees and expenses of such one counsel shall be paid by the Indemnifying Party. If the Indemnifying Party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for the Indemnified Parties with respect to such claim. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or 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. No Indemnifying Party shall be subject to any liability 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 indemnified party (the "INDEMNIFIED Party") of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in the preceding subdivisions of this Section 5.12.5, such Indemnified Party will, if a claim in respect thereof is to be made against a an indemnifying party required to provide indemnification (an the "Indemnifying PartyINDEMNIFYING PARTY"), the Indemnified Party shall give written notice to the latter Indemnifying Party of the commencement of such action; provided, however, provided that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligation obligations under the preceding subdivisions of this Section 5.12.5, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the such Indemnified Party's reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the such Indemnifying Party Parties may exist in respect of such claim, then each the Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall shall, without the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or 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. If any such Indemnified Party shall have been advised by counsel chosen by it that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Party and will reimburse such Indemnified Party and any person controlling such Indemnified Party for the reasonable fees and expenses of any counsel retained by the Indemnified Party, it being understood that the Indemnifying Party shall not, 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, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for such Indemnified Party or controlling person and, in the case of indemnification by IPT, all other parties entitled to indemnification pursuant to agreements with IPT or its Affiliates, which firm shall be designated in writing by the Indemnified Party (and, in the case of indemnification by IPT, by holders of a majority of Common Shares pursuant to which such indemnification obligation arose under this Agreement and other agreements between other parties and IPT or its Affiliates) to the Indemnifying Party.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in this Section 5.1Sections 6.1 or 6.2, such Indemnified Party will, if a claim in respect thereof is to be made against a party required to provide indemnification (an "Indemnifying Party"), the Indemnified Party shall give written notice to the latter of the commencement of such action; action 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 obligation obligations under this Section 5.16.1 and 6.2, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action or proceeding is brought against an Indemnified Party, unless in the such Indemnified Party's reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party Parties may exist in respect of such claim, then each the Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or 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.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in the preceding paragraph (a) or (b) of this Section 5.14, such Indemnified Party will, if a claim in respect thereof is to be made against a party required an Indemnifying Party pursuant to provide indemnification (an "Indemnifying Party")such paragraphs, the Indemnified Party shall give written notice to the latter of the commencement of such action; provided, however, provided that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligation obligations under the preceding paragraphs of this Section 5.16, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party may exist in respect of such claim, then each Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation; provided that the Indemnified Party may participate in such defense at the Indemnified Party's expense; and provided further that the Indemnified Party (or Indemnified Parties) shall have the right to employ one counsel to represent it (or them, collectively) if, in the reasonable judgment of the Indemnified Party or Indemnified Parties, it is advisable for it (or them) to be represented by separate counsel by reason of having legal defenses which are different from or in addition to those available to the Indemnifying Party, and in that event the reasonable fees and expenses of such one counsel shall be paid by the Indemnifying Party. If the Indemnifying Party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for the Indemnified Parties with respect to such claim. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or 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. No Indemnifying Party shall be subject to any liability 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 of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in the preceding paragraph (a) or (b) of this Section 5.17, such Indemnified Party will, if a claim in respect thereof is to be made against a party required an Indemnifying Party pursuant to provide indemnification (an "Indemnifying Party")such paragraphs, the Indemnified Party shall 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 obligation obligations under the preceding paragraphs of this Section 5.17, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless the Indemnifying Party shall be entitled to participate in and, unless, in the reasonable judgment of such any Indemnified Party Party, a conflict of interest between such Indemnified Party and the any Indemnifying Party may exist in exists with respect of to such claim, then each Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation; provided, however, that the Indemnified Party may participate in such defense at the Indemnified Party's expense; and provided further, that the Indemnified Party or Indemnified Parties shall have the right to employ one counsel to represent it or them if, in the reasonable judgment of the Indemnified Party or Indemnified Parties, it is advisable for it or them to be represented by separate counsel by reason of having legal defenses which are different from or in addition to those available to the Indemnifying Party, and in that event the reasonable fees and expenses of such one counsel shall be paid by the Indemnifying Party. If the Indemnifying Party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for the Indemnified Parties with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other Indemnified Parties with respect to such claim, in which event the Indemnifying Party shall be obligated to pay the fees and expenses of such additional counsel for the Indemnified Parties or counsels. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be subject to any liability 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, proceeding, claim, investigation action or other similar event involving proceeding with respect to which a claim referred for indemnification may be made pursuant to in this Section 5.15.4, such Indemnified Party will, if a claim in respect thereof is to be made against a party required to provide indemnification (an "Indemnifying Party"), the Indemnified Party shall 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 obligation obligations under this Section 5.1Sections 5.4(a) or 5.4(b), except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the such Indemnified Party's reasonable judgment of such Indemnified Party a conflict of interest between such the Indemnified Party Parties and the applicable Indemnifying Party may exist in respect of such claim, then each the Indemnifying Party shall 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. After , and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. If the Indemnified Party has been advised by counsel that having common counsel would result in a conflict of interest between the interests of such indemnified and indemnifying parties, then such Indemnified Party may employ separate counsel reasonably acceptable to the Indemnifying Party to represent or defend such Indemnified Party in such action, it being understood, however, that the Indemnifying Party shall not be 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 shall will consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or 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.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in the preceding subdivisions of this Section 5.1, such Indemnified Party will, if a claim in respect thereof is to be made against a party required to provide indemnification (each, an “Indemnifying Party” and collectively, the "Indemnifying PartyParties"), the Indemnified Party shall 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 obligation under the preceding subdivisions of this Section 5.1, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the such Indemnified Party’s reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party may exist in respect of such claim, then each the Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or 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 that imposes any ongoing restrictions or covenants pertaining to the Indemnified Party.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in the preceding paragraph (a) or (b) of this Section 5.13, such Indemnified Party will, if a claim in respect thereof is to be made against a party required an Indemnifying Party pursuant to provide indemnification (an "Indemnifying Party")such paragraphs, the Indemnified Party shall give written notice to the latter of the commencement of such action; provided, however, provided that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligation obligations under the preceding paragraphs of this Section 5.13, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless the Indemnifying Party shall be entitled to participate in and, unless, in the reasonable judgment of such any Indemnified Party Party, a conflict of interest between such Indemnified Party and the any Indemnifying Party may exist in exists with respect of to such claim, then each Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation; provided that the Indemnified Party may participate in such defense at the Indemnified Party's expense; and provided further that the Indemnified Party or Indemnified Parties shall have the right to employ one counsel to represent it or them if, in the reasonable judgment of the Indemnified Party or Indemnified Parties, it is advisable for it or them to be represented by separate counsel by reason of having legal defenses which are different from or in addition to those available to the Indemnifying Party, and in that event the reasonable fees and expenses of such one counsel shall be paid by the Indemnifying Party. If the Indemnifying Party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for the Indemnified Parties with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other Indemnified Parties with respect to such claim, in which event the Indemnifying Party shall be obligated to pay the fees and expenses of such additional counsel for the Indemnified Parties or counsels. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be subject to any liability 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 of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in the preceding paragraph (a) or (b) of this Section 5.17.6, such Indemnified Party will, if a claim in respect thereof is to be made against a party required an Indemnifying Party pursuant to provide indemnification (an "Indemnifying Party")such paragraphs, the Indemnified Party shall give written notice to the latter of the commencement of such action; provided, however, provided that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligation obligations under the preceding paragraphs of this Section 5.17.6, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless the Indemnifying Party shall be entitled to participate in and, unless, in the reasonable judgment of such any Indemnified Party Party, a conflict of interest between such Indemnified Party and the any Indemnifying Party may exist in exists with respect of to such claim, then each Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation; provided that the Indemnified Party may participate in such defense at the Indemnified Party's expense; and provided further that the Indemnified Party or Indemnified Parties shall have the right to employ one counsel to represent it or them if, in the reasonable judgment of the Indemnified Party or Indemnified Parties, it is advisable for it or them to be represented by separate counsel by reason of having legal defenses which are different from or in addition to those available to the Indemnifying Party, and in that event the reasonable fees and expenses of such one counsel shall be paid by the Indemnifying Party. If the Indemnifying Party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for the Indemnified Parties with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other Indemnified Parties with respect to such claim, in which event the Indemnifying Party shall be obligated to pay the fees and expenses of such additional counsel for the Indemnified Parties or counsels. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party. No Indemnifying Party if such judgment or shall be subject to any liability for any settlement does made without its consent, which consent shall 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 litigationbe unreasonably withheld.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in the preceding paragraph (a) or (b) of this Section 5.16, such Indemnified Party will, if a claim in respect thereof is to be made against a party required an Indemnifying Party pursuant to provide indemnification (an "Indemnifying Party")such paragraphs, the Indemnified Party shall give written notice to the latter of the commencement of such action; provided, however, provided that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligation obligations under the preceding paragraphs of this Section 5.16, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless the Indemnifying Party shall be entitled to participate in and, unless, in the reasonable judgment of such any Indemnified Party Party, a conflict of interest between such Indemnified Party and the any Indemnifying Party may exist in exists with respect of to such claim, then each Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation; provided that the Indemnified Party may participate in such defense at the Indemnified Party's expense; and provided further that the Indemnified Party or Indemnified Parties shall have the right to employ one counsel to represent it or them if, in the reasonable judgment of the Indemnified Party or Indemnified Parties, it is advisable for it or them to be represented by separate counsel by reason of having legal defenses which are different from or in addition to those available to the Indemnifying Party, and in that event the reasonable fees and expenses of such one counsel shall be paid by the Indemnifying Party. If the Indemnifying Party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for the Indemnified Parties with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other Indemnified Parties with respect to such claim, in which event the Indemnifying Party shall be obligated to pay the fees and expenses of such additional counsel for the Indemnified Parties or counsels. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be subject to any liability 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 of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in the preceding paragraphs of this Section 5.16, such Indemnified Party will, if a claim in respect thereof is to be made against a party required to provide indemnification (an "“Indemnifying Party"”), the Indemnified Party shall 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 obligation under the preceding paragraphs of this Section 5.16, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the such Indemnified Party’s reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party Parties may exist in respect of such claim, then each the Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or 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.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party indemnified party of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in this Section 5.12.6(a) or 2.6(b), such indemnified party will, if a claim in respect thereof is to be made against a party required to provide indemnification (an "Indemnifying Party")indemnifying party, the Indemnified Party shall give written notice to the latter of the commencement of such action; provided, however, provided that the failure of any Indemnified Party indemnified party to give notice as provided herein shall not relieve the Indemnifying Party indemnifying party of its obligation obligations under this Section 5.12.6(a) or 2.6(b), as the case may be, except to the extent that the Indemnifying Party indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Partyindemnified party, unless in the such indemnified party's reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party indemnified and the Indemnifying Party indemnifying parties may exist in respect of such claim, then each Indemnifying Party the indemnifying party shall be entitled 9 104 to participate in and to assume the defense thereof, jointly with any other Indemnifying Party indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After indemnified party, and after notice from the Indemnifying Party indemnifying party to such Indemnified Party indemnified party of its election so to assume the defense thereof, the Indemnifying Party indemnifying party shall not be liable to such Indemnified Party indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party indemnified party of a release from all liability in respect to such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party hereunder of written notice of the commencement of any action, proceeding, claim, investigation action or other similar event involving proceeding with respect to which a claim referred for indemnification may be made pursuant to in this Section 5.15, such Indemnified Party will, if a claim in respect thereof is to be made against a party required to provide indemnification (an "Indemnifying Party")indemnifying party, the Indemnified Party shall give written notice to the latter of the commencement of such action; provided, however, PROVIDED that the failure of any the Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party indemnifying party of its obligation obligations under the foregoing provisions of this Section 5.15, except to the extent that the Indemnifying Party indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the such Indemnified Party's reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party indemnifying parties may exist in respect of such claim, then each Indemnifying Party shall the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall indemnifying party will consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement which does not include 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.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in the preceding paragraph (a) or (b) of this Section 5.17, such Indemnified Party will, if a claim in respect thereof is to be made against a party required an Indemnifying Party pursuant to provide indemnification (an "Indemnifying Party")such paragraphs, the Indemnified Party shall give written notice to the latter of the commencement of such action; provided, however, provided that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligation obligations under the preceding paragraphs of this Section 5.1Section, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party may exist in respect of such claim, then each Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs 149 of investigation; provided that the Indemnified Party may participate in such defense at the Indemnified Party's expense; and provided further that the Indemnified Party (or Indemnified Parties) shall have the right to employ one counsel and one local counsel to represent it (or them, collectively) if, in the reasonable judgment of the Indemnified Party or Indemnified Parties, it is advisable for it (or them) to be represented by separate counsel by reason of having legal defenses which are different from or in addition to those available to the Indemnifying Party, and in that event the reasonable fees and expenses of such counsel shall be paid by the Indemnifying Party; provided further, however, that if certain Indemnified Party (or Indemnified Parties) shall have reasonably concluded, after consultation with counsel, that there may be defenses available to it (or them) that are different from, additional to, or in conflict with those available to one or all of the Indemnified Parties such Indemnified Party (or Indemnified Parties) shall have the right to employ separately one counsel and one local counsel to represent it (or them, collectively), and in that event the reasonable fees and expenses of such one counsel, shall also be paid by the Indemnified Party. If the Indemnifying Party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for the Indemnified Parties with respect to such claim. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or 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. No Indemnifying Party shall be subject to any liability 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 ---------------------- of notice of the commencement of any action, proceeding, claim, investigation or other similar event involving a claim referred to in this Section 5.1, if a claim in respect thereof is to be made against a party required to provide indemnification (an "Indemnifying Party"), the Indemnified Party shall 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 obligation under this Section 5.1, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party may exist in respect of such claim, then each Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement 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.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party of notice of Notwithstanding the commencement of any actionforegoing subsections (a) and (b), proceeding, claim, investigation or other similar event involving a claim referred each party entitled to in indemnification under this Section 5.1, if a claim in respect thereof is 2.6 (the "Indemnified Party") shall give notice to be made against a the party required to provide indemnification (an the "Indemnifying Party")) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall give written notice to not unreasonably be withheld), and the latter of the commencement of Indemnified Party may participate in such action; provideddefense at such party's expense, however, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligation obligations under this Section 5.1, except to Agreement unless the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such notice is materially prejudicial to an Indemnifying Party's ability to defend such action is brought against an Indemnified Partyand provided further, unless in the reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party may exist in respect of such claim, then each Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable assume the defense for matters as to such which there is a conflict of interest or as to which the Indemnifying Party is asserting separate or different defenses, which defenses are inconsistent with the defenses of the Indemnified Party (in which case the Indemnifying Party shall pay for any legal or other expenses subsequently incurred by the latter in connection one separate lead counsel (and appropriate local counsel) for those Indemnified Parties with the defense thereof other than reasonable costs of investigationwhom such conflict exists). No Indemnifying Party shall Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or 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 as a result of which injunctive or other equitable relief would be imposed. No Indemnified Party shall consent to entry of any judgment or enter into any settlement without the consent of each Indemnifying Party (not to be unreasonably withheld). The failure of an Indemnifying Party to give notice to the Indemnified Party of its election to assume and control the defense of any action for which notice has been given to the Indemnifying Party in accordance with this paragraph within 30 days after receipt of such notice shall constitute an election by the Indemnifying Party not to assume and control the defense of such action. An Indemnifying Party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one lead counsel (and appropriate 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 or the Indemnifying Party with respect to such claim, in which event the Indemnifying Party shall be obligated to pay the fees and expenses of one separate lead counsel (and appropriate local counsel) for such Indemnified Parties.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in the preceding paragraph (a) or (b) of this Section 5.18, such Indemnified Party will, if a claim in respect thereof is to be made against a party required an Indemnifying Party pursuant to provide indemnification (an "Indemnifying Party")such paragraphs, the Indemnified Party shall 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 obligation obligations under the preceding paragraphs of this Section 5.18, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless the Indemnifying Party shall be entitled to participate in and, unless, in the reasonable judgment of such any Indemnified Party Party, a conflict of interest between such Indemnified Party and the any Indemnifying Party may exist in exists with respect of to such claim, then each Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation; provided, that the Indemnified Party may participate in such defense at the Indemnified Party's expense; and provided further, that the Indemnified Party or Indemnified Parties shall have the right to employ one counsel to represent it or them if, in the reasonable judgment of the Indemnified Party or Indemnified Parties, it is advisable for it or them to be represented by separate counsel by reason of having legal defenses which are different from or in addition to those available to the Indemnifying Party, and in that event the reasonable fees and expenses of such one counsel shall be paid by the Indemnifying Party. If the Indemnifying Party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for the Indemnified Parties with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other Indemnified Parties with respect to such claim, in which event the Indemnifying Party shall be obligated to pay the fees and expenses of such additional counsel for the Indemnified Parties or counsels. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be subject to any liability 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 of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in the preceding paragraph (a) or (b) of this Section 5.15, such Indemnified Party will, if a claim in respect thereof is to be made against a party required an Indemnifying Party pursuant to provide indemnification (an "Indemnifying Party")such paragraphs, the Indemnified Party shall give written notice to the latter of the commencement com- mencement of such action; provided, however, provided that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligation obligations under the preceding paragraphs of this Section 5.15, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless the Indemnifying Party shall be entitled to participate in and, unless, in the reasonable judgment of such any Indemnified Party Party, a conflict of interest between such Indemnified Party and the any Indemnifying Party may exist in exists with respect of to such claim, then each Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation; provided that the Indemnified Party may participate in such defense at the Indemnified Party’s expense; and provided further that the Indemnified Party or Indemnified Parties shall have the right to employ one counsel to represent it or them if, in the reasonable judgment of the Indemnified Party or Indemnified Parties, it is advisable for it or them to be represented by separate counsel by reason of having legal defenses which are different from or in addition to those available to the Indemnifying Party, and in that event the reasonable fees and expenses of such one counsel shall be paid by the Indemnifying Party. If the Indemnifying Party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for the Indemnified Parties with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other Indemnified Parties with respect to such claim, in which event the Indemnifying Party shall be obligated to pay the fees and expenses of such additional counsel for the Indemnified Parties. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably delayed or withheld.

Notices of Claims, Etc. Promptly after receipt by an a Partner or a Company Indemnified Party of (collectively, an "Indemnified Party") hereunder or written notice of the commencement of any action, proceeding, claim, investigation action or other similar event involving proceeding with respect to which a claim referred for indemnification may be made pursuant to in this Section 5.15.28, such Indemnified Party will, if a claim in respect thereof is to be made against a party required to provide indemnification (an "Indemnifying Party")indemnifying party, the Indemnified Party shall give written notice to the latter of the commencement of such action; provided, howeverPROVIDED, that the failure of any such Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party indemnifying party of its obligation obligations under the preceding sections of this Section 5.15.28, except to the extent that the Indemnifying Party indemnifying party is actually prejudiced by such failure to give notice, and in no event shall such omission relieve the indemnifying party from any other liability it may have to such Indemnified Party. In case any such action is brought against an any Indemnified Party, unless in the such Indemnified Party's reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party indemnified and the Indemnifying Party indemnifying parties may exist in respect of such claim, then each Indemnifying Party shall the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigationthereof. No Indemnifying Party shall indemnifying party will consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement that does not include as an unconditional term thereof thereof, the giving by the claimant or plaintiff to such Indemnified Party of or a release from all liability in respect to such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party indemnified party (the "INDEMNIFIED PARTY") of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in the preceding subdivisions of this Section 5.12.5, such Indemnified Party will, if a claim in respect thereof is to be made against a an indemnifying party required to provide indemnification (an the "Indemnifying PartyINDEMNIFYING PARTY"), the Indemnified Party shall give written notice to the latter Indemnifying Party of the commencement of such action; provided, however, provided that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligation obligations under the preceding subdivisions of this Section 5.12.5, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the such Indemnified Party's reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the such Indemnifying Party Parties may exist in respect of such claim, then each the Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall shall, without the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or 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. If any such Indemnified Party shall have been advised by counsel chosen by it that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Party and will reimburse such Indemnified Party and any person controlling such Indemnified Party for the reasonable fees and expenses of any counsel retained by the Indemnified Party, it being understood that the Indemnifying Party shall not, 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, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for such Indemnified Party or controlling person and, in the case of indemnification by IPT, all other parties entitled to indemnification pursuant to agreements with IPT or its Affiliates, which firm shall be designated in writing by the Indemnified Party (and, in the case of indemnification by IPT, by holders of a majority of Common Shares pursuant to which such indemnification obligation arose under this Agreement and other agreements between other parties and IPT or its Affiliates) to the Indemnifying Party.

Notices of Claims, Etc. Promptly after receipt by an a Holder Indemnified Party or a Company Indemnified Party (collectively, the "Indemnified Parties") of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in the preceding subdivisions of this Section 5.14.6, such Indemnified Party will, if a claim in respect thereof is to be made against a party required to provide indemnification (an "Indemnifying Party"), the Indemnified Party shall 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 obligation under the preceding subdivisions of this Section 5.14.6, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the such Indemnified Party's reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party Parties may exist in respect of such claim, then each the Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or 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.

Notices of Claims, Etc. Promptly after receipt by an Indemnified ------------------------- Party hereunder of written notice of the commencement of any action, proceeding, claim, investigation action or other similar event involving proceeding with respect to which a claim referred for indemnification may be made pursuant to in this Section 5.15, such Indemnified Party will, if a claim in respect thereof is to be made against a party required to provide indemnification (an "Indemnifying Party")indemnifying party, the Indemnified Party shall give written notice to the latter of the commencement of such action; provided, however, provided that the failure of any the Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party indemnifying party of its obligation obligations under the preceding subdivisions of this Section 5.15, except to the extent that the Indemnifying Party indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the such Indemnified Party's reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party indemnifying parties may exist in respect of such claim, then each Indemnifying Party shall the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall indemnifying party will consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement which does not include 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.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in the preceding subdivisions of this Section 5.16, such Indemnified Party will, if a claim in respect thereof is to be made against a party required to provide indemnification (an "Indemnifying Party"), the Indemnified Party shall 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 obligation under the preceding subdivisions of this Section 5.16, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the such Indemnified Party's reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party Parties may exist in respect of such claim, then each the Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. ; No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or 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.

Notices of Claims, Etc. Promptly after receipt by any Purchaser Indemnitee or Company Indemnitee (each, an “Indemnified Party Party”) of written notice of the commencement of any action, proceeding, claim, investigation action or other similar event involving proceeding with respect to which a claim referred for indemnification may be made pursuant to in this Section 5.15, such Indemnified Party will, if a claim in respect thereof is to be made against a party required to provide indemnification (an "Indemnifying Party")indemnifying party, the Indemnified Party shall give written notice to the latter of the commencement of such action; providedprovided that, however, that the failure of any the Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party indemnifying party of its obligation obligations under the provisions of this Section 5.15, except to the extent that the Indemnifying Party indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the such Indemnified Party’s reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party indemnifying parties may exist in respect of such claim, then each Indemnifying Party shall the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party indemnifying party to such Indemnified Party of its election so to assume the defense thereofthereof and its retention of such counsel, the Indemnifying Party shall 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 other than reasonable costs of investigationthereof. No Indemnifying Party shall indemnifying party will consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or 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.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party indemnified party of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in the preceding paragraphs of this Section 5.1section 2.6, such indemnified party will, if a claim in respect thereof is to be made against a party required to provide indemnification (an "Indemnifying Party")indemnifying party, the Indemnified Party shall give written notice to the latter of the commencement of such action; provided, however, provided that the failure of any Indemnified Party indemnified party to give notice as provided herein shall not relieve the Indemnifying Party indemnifying party of its obligation obligations under the preceding paragraphs of this Section 5.1section 2.6, except to the extent that the Indemnifying Party indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Partyindemnified party, unless in the such indemnified party's reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party indemnified and the Indemnifying Party indemnifying parties may exist in respect of such claim, then each Indemnifying Party the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party indemnifying party similarly notified notified, to the extent that it the indemnifying party may wish, with counsel reasonably satisfactory to such Indemnified Party. After indemnified party, and after notice from the Indemnifying Party indemnifying party to such Indemnified Party indemnified party of its election so to assume the defense thereof, the Indemnifying Party indemnifying party shall not be liable to such Indemnified Party indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if any such judgment or settlement action 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.by

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in the preceding subdivisions of this Section 5.16, such Indemnified Party will, if a claim in respect thereof is to be made against a party required to provide indemnification (an "“Indemnifying Party"”), the Indemnified Party shall 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 obligation under the preceding subdivisions of this Section 5.16, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the such Indemnified Party’s reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party Parties may exist in respect of such claim, then each the Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or 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.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in the preceding paragraph (a) or (b) of this Section 5.16, such Indemnified Party will, if a claim in respect thereof is to be made against a party required an Indemnifying Party pursuant to provide indemnification (an "Indemnifying Party")such paragraphs, the Indemnified Party shall give written notice to the latter of the commencement of such action; provided, however, provided that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligation obligations under the preceding paragraphs of this Section 5.16, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party may exist in respect of such claim, then each Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation; provided that the Indemnified Party or Indemnified Parties shall have the right to employ one counsel to represent it or them if, in the reasonable judgment of the Indemnified Party or Indemnified Parties, it is advisable for it or them to be represented by separate counsel by reason of having legal defenses which are different from or in addition to those available to the Indemnifying Party, and in that event the reasonable fees and expenses of such one counsel shall be paid by the Indemnifying Party. If the Indemnifying Party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for the Indemnified Parties with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other Indemnified Parties with respect to such claim, in which event the Indemnifying Party shall be obligated to pay the fees and expenses of such additional counsel for the Indemnified Parties or counsels. No Indemnifying Party shall shall, without the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be subject to any liability 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 of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in the preceding paragraph (a) or (b) of this Section 5.17, such Indemnified Party will, if a claim in respect thereof is to be made against a party required an Indemnifying Party pursuant to provide indemnification (an "Indemnifying Party")such paragraphs, the Indemnified Party shall give written notice to the latter of the commencement of such action; provided, however, provided that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligation obligations under the preceding paragraphs of this Section 5.1Section, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party may exist in respect of such claim, then each Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation; provided that the Indemnified Party may participate in such defense at the Indemnified Party’s expense; and provided further that the Indemnified Party (or Indemnified Parties) shall have the right to employ one counsel and one local counsel to represent it (or them, collectively) if, in the reasonable judgment of the Indemnified Party or Indemnified Parties, it is advisable for it (or them) to be represented by separate counsel by reason of having legal defenses which are different from or in addition to those available to the Indemnifying Party, and in that event the reasonable fees and expenses of such counsel shall be paid by the Indemnifying Party; provided further, however, that if certain Indemnified Party (or Indemnified Parties) shall have reasonably concluded, after consultation with counsel, that there may be defenses available to it (or them) that are different from, additional to, or in conflict with those available to one or all of the Indemnified Parties such Indemnified Party (or Indemnified Parties) shall have the right to employ separately one counsel and one local counsel to represent it (or them, collectively), and in that event the reasonable fees and expenses of such one counsel, shall also be paid by the Indemnifying Party. If the Indemnifying Party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for the Indemnified Parties with respect to such claim. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or 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. No Indemnifying Party shall be subject to any liability 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 of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in the preceding PARAGRAPH (a) OR (b) of this Section 5.1SECTION 6, such Indemnified Party will, if a claim in respect thereof is to be made against a party required an Indemnifying Party pursuant to provide indemnification (an "Indemnifying Party")such paragraphs, the Indemnified Party shall give written notice to the latter of the commencement of such action; provided, however, PROVIDED that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligation obligations under the preceding paragraphs of this Section 5.1SECTION 6, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party may exist in respect of such claim, then each Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of ; PROVIDED that the Indemnified Party if may participate in such judgment or settlement does not include as an unconditional term thereof defense at the giving by Indemnified Party's expense; and PROVIDED FURTHER that the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim (or litigation.Indemnified Parties) shall

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party of notice of the commencement of any action, proceeding, claim, investigation or other similar event involving a claim referred Each party entitled to in indemnification under this Section 5.1, if a claim in respect thereof is 10 (the "Indemnified Party") shall give notice to be made against a the party required to provide indemnification (an the "Indemnifying Party")) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of such claim or any litigation resulting therefrom, provided, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall give written notice to not unreasonably be withheld), and the latter of the commencement of Indemnified Party may participate in such action; defense at such party's expense, and provided, howeverfurther, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligation obligations under this Section 5.110, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give noticeis not prejudicial. In case No Indemnifying Party, in the defense of any such action is brought against an claim or litigation, shall, except with the consent of each Indemnified Party, unless in the reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party may exist in respect of such claim, then each Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement 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. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim and litigation resulting therefrom.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in the preceding paragraph (a) or (b) of this Section 5.17, such Indemnified Party will, if a claim in respect thereof is to be made against a party required an Indemnifying Party pursuant to provide indemnification (an "Indemnifying Party")such paragraphs, the Indemnified Party shall give written notice to the latter of the commencement of such action; provided, however, provided that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligation obligations under the preceding paragraphs of this Section 5.17, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless the Indemnifying Party shall be entitled to participate in and, unless, in the reasonable judgment judgement of such any Indemnified Party Party, a conflict of interest between such Indemnified Party and the any Indemnifying Party may exist in exists with respect of to such claim, then each Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation; provided that the Indemnified Party may participate in such defense at the Indemnified Party’s expense; and provided further that the Indemnified Party or Indemnified Parties shall have the right to employ one counsel to represent it or them if, in the reasonable judgement of the Indemnified Party or Indemnified Parties, it is advisable for it or them to be represented by separate counsel by reason of having legal defenses which are different from or in addition to those available to the Indemnifying Party, and in that event the reasonable fees and expenses of such one counsel shall be paid by the Indemnifying Party. If the Indemnifying Party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for the Indemnified Parties with respect to such claim, unless in the reasonable judgement of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other Indemnified Parties with respect to such claim, in which event the Indemnifying Party shall be obligated to pay the fees and expenses of such additional counsel for the Indemnified Parties. No Indemnifying Party shall consent to entry of any judgment judgement or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably delayed or withheld.

Notices of Claims, Etc. Promptly after receipt by an ---------------------- Indemnified Party of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in the preceding subdivisions of this Section 5.16, such Indemnified Party will, if a claim in respect thereof is to be made against a party required to provide indemnification (an "Indemnifying Party"), the Indemnified Party shall 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 obligation under the preceding subdivisions of this Section 5.16, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the such Indemnified Party's reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party indemnifying parties may exist in respect of such claim, then each the Indemnifying Party shall be entitled to participate in and to assume the defense thereof, ; jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, ; the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or 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.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in the preceding paragraph (a) or (b) of this Section 5.15, such Indemnified Party will, if a claim in respect thereof is to be made against a party required an Indemnifying Party pursuant to provide indemnification (an "Indemnifying Party")such paragraphs, the Indemnified Party shall give written notice to the latter of the commencement of such action; provided, however, provided that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligation obligations under the preceding paragraphs of this Section 5.15, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party may exist in respect of such claim, then each Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation; provided that the Indemnified Party may participate in such defense at the Indemnified Party's expense; and provided, further that the Indemnified Party or Indemnified Parties shall have the right to employ one counsel to represent it or them if, in the reasonable judgment of the Indemnified Party or Indemnified Parties, it is advisable for it or them to be represented by separate counsel by reason of having legal defenses which are different from or in addition to those available to the 11 12 Indemnifying Party, and in that event the reasonable fees and expenses of such one counsel shall be paid by the Indemnifying Party. If the Indemnifying Party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for the Indemnified Parties with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other Indemnified Parties with respect to such claim, in which event the Indemnifying Party shall be obligated to pay the fees and expenses of such additional counsel for the Indemnified Parties. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld.

Notices of Claims, Etc. Promptly after receipt by any GM Indemnitee or Company Indemnitee (each, an "Indemnified Party Party") of written notice of the commencement of any action, proceeding, claim, investigation action or other similar event involving proceeding with respect to which a claim referred for indemnification may be made pursuant to in this Section 5.16, such Indemnified Party will, if a claim in respect thereof is to be made against a party required to provide indemnification (an "Indemnifying Party")indemnifying party, the Indemnified Party shall give written notice to the latter of the commencement of such action; providedprovided that, however, that the failure of any the Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party indemnifying party of its obligation obligations under the provisions of this Section 5.16, except to the extent that the Indemnifying Party indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the such Indemnified Party's reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party Parties and the Indemnifying Party indemnifying parties may exist in respect of such claim, then each Indemnifying Party shall the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party indemnifying party to such Indemnified Party of its election so to assume the defense thereofthereof and its retention of such counsel, the Indemnifying Party shall indemnifying party will not be liable to such Indemnified Party indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigationthereof. No Indemnifying Party shall indemnifying party will consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or 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.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in this Section 5.16.01 or 6.02 hereof, such Indemnified Party will, if a claim in respect thereof is to be made against a party required an Indemnifying Party pursuant to provide indemnification (an "Indemnifying Party")such paragraphs, the Indemnified Party shall give written notice to the latter of the commencement of such action; provided, however, PROVIDED that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligation obligations under the preceding paragraphs of this Section 5.1, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice6. In case any such action is brought against an Indemnified Party, unless the Indemnifying Party shall be entitled to participate in and, unless, in the reasonable judgment of such any Indemnified Party Party, a conflict of interest between such Indemnified Party and the any Indemnifying Party may exist in exists or such Indemnified Party has additional defenses available to it with respect of to such claim, then each Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation; PROVIDED that (i) the Indemnified Party may participate in such defense at the Indemnified Party's expense, and (ii) the Indemnified Party or Indemnified Parties shall have the right to employ one counsel to represent it or them if, in the reasonable judgment of the Indemnified Party or Indemnified Parties, it is advisable for it or them to be represented by separate counsel by reason of having legal defenses which are different from or in addition to those available to the Indemnifying Party, and in that event the reasonable fees and expenses of such one counsel shall be paid by the Indemnifying Party. If the Indemnifying Party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel (in addition to appropriate local counsel) for the Indemnified Parties with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other Indemnified Parties with respect to such claim, in which event the Indemnifying Party shall be obligated to pay the fees and expenses of such additional counsel for the Indemnified Parties or counsels. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be subject to any liability 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 of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in the preceding paragraph (a) or (b) of this Section 5.17, such Indemnified Party will, if a claim in respect thereof is to be made against a party required an Indemnifying Party pursuant to provide indemnification (an "Indemnifying Party")such paragraphs, the Indemnified Party shall 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 obligation obligations under the preceding paragraphs of this Section 5.17, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless the Indemnifying Party shall be entitled to participate in and, unless, in the reasonable judgment of such any Indemnified Party Party, a conflict of interest between such Indemnified Party and the any Indemnifying Party may exist in exists with respect of to such claim, then each Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation; provided, however, that the Indemnified Party may participate in such defense at the Indemnified Party’s expense; and provided, further, that the Indemnified Party or Indemnified Parties shall have the right to employ one counsel to represent it or them if, in the reasonable judgment of the Indemnified Party or Indemnified Parties, it is advisable for it or them to be represented by separate counsel by reason of having legal defenses which are different from or in addition to those available to the Indemnifying Party, and in that event the reasonable fees and expenses of such one counsel shall be paid by the Indemnifying Party. If the Indemnifying Party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for the Indemnified Parties with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other Indemnified Parties with respect to such claim, in which event the Indemnifying Party shall be obligated to pay the fees and expenses of such additional counsel for the Indemnified Parties or counsels. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be subject to any liability 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 indemnified party of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in this Section 5.12.7(a) or (b), such indemnified party will, if a claim in respect thereof is to be made against a party required to provide indemnification (an "Indemnifying Party")indemnifying party, the Indemnified Party shall give written notice to the latter of the commencement of such action; provided, however, that the failure of any Indemnified Party indemnified party to give notice as provided herein shall not relieve the Indemnifying Party indemnifying party of its obligation obligations under the preceding subdivisions of this Section 5.1Sec tion 2.7, except to the extent that the Indemnifying Party indemnifying party is actually and materially prejudiced by such failure to give notice. In case any such action is shall be brought against an Indemnified Partyany indemnified party and it shall notify the indemnifying party of the commencement thereof, unless in the reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party may exist in respect of such claim, then each Indemnifying Party indemnifying party 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 Partyindemnified party; provided, however, that any indemnified party may, at its own expense, retain separate counsel to participate in such defense. After notice from Notwithstanding the Indemnifying Party foregoing, in any action or proceeding in which both the Company and 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 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 of its election so to assume the defense thereofindemnified party, the Indemnifying Party shall not (a) there are or may be liable legal defenses available to such Indemnified Party for indemnified party or to other indemnified parties that are different from or additional to those available to the Company or (b) any legal conflict or other expenses subsequently incurred by potential conflict exists between the latter Company and such indemnified party that would make such separate representation advisable; provided, however, that in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.no event shall

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in this Section 5.18 (a) or 8(b), such Indemnified Party will, if a claim in respect thereof is to be made against a party required an Indemnifying Party pursuant to provide indemnification (an "Indemnifying Party")such paragraphs, the Indemnified Party shall give written notice to the latter of the commencement of such action; provided, however, provided that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligation obligations under the preceding paragraphs of this Section 5.18, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless the Indemnifying Party shall be entitled to participate in and, unless, in the reasonable judgment of such any Indemnified Party Party, a conflict of interest between such Indemnified Party and the any Indemnifying Party may exist in exists with respect of to such claim, then each Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation; provided that the Indemnified Party may participate in such defense at the Indemnified Party's expense; and provided further that the Indemnified Party or Indemnified Parties shall have the right to employ one counsel to represent it or them if, in the reasonable judgment of the Indemnified Party or Indemnified Parties, it is advisable for it or them to be represented by separate counsel by reason of having legal defenses which are different from or in addition to those available to the Indemnifying Party, and in that event the reasonable fees and expenses of such one counsel shall be paid by the Indemnifying Party. If the Indemnifying Party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for the Indemnified Parties with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other Indemnified Parties with respect to such claim, in which event the Indemnifying Party shall be obligated to pay the fees and expenses of such additional counsel for the Indemnified Parties or counsels. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be subject to any liability 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 of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in the preceding paragraph (a) or (b) of this Section 5.17.06, such Indemnified Party will, if a claim in respect thereof is to be made against a party required an Indemnifying Party pursuant to provide indemnification (an "Indemnifying Party")such paragraphs, the Indemnified Party shall give written notice to the latter of the commencement of such action; provided, however, PROVIDED that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligation obligations under the preceding paragraphs of this Section 5.17.06, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless the Indemnifying Party shall be entitled to participate in and, unless, in the reasonable judgment of such any Indemnified Party Party, a conflict of interest between such Indemnified Party and the any Indemnifying Party may exist in exists with respect of to such claim, then each Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation; PROVIDED that the Indemnified Party may participate in such defense at the Indemnified Party's expense; and PROVIDED FURTHER that the Indemnified Party or Indemnified Parties shall have the right to employ one counsel to represent it or them if, in the reasonable judgment of the Indemnified Party or Indemnified Parties, it is advisable for it or them to be represented by separate counsel by reason of having legal defenses which are different from or in addition to those available to the Indemnifying Party, and in that event the reasonable fees and expenses of such one counsel shall be paid by the Indemnifying Party. If the Indemnifying Party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for the Indemnified Parties with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other Indemnified Parties with respect to such claim, in which event the Indemnifying Party shall be obligated to pay the fees and expenses of such additional counsel for the Indemnified Parties or counsels. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party. No Indemnifying Party if such judgment or shall be subject to any liability for any settlement does made without its consent, which consent shall 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 litigationbe unreasonably withheld.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party hereunder of written notice of the commencement of any action, proceeding, claim, investigation or other similar event involving Action with respect to which a claim referred for indemnification may be made pursuant to in this Section 5.1Article IV, such Indemnified Party will, if a claim in respect thereof is to be made against a party required to provide indemnification (an "Indemnifying Party")indemnifying party, the Indemnified Party shall give written notice to the latter of the commencement of such actionAction; provided, however, provided that the failure of any the Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party indemnifying party of its obligation obligations under this Section 5.1Article IV, except to the extent that the Indemnifying Party indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action Action is brought against an Indemnified Party, unless in the such Indemnified Party’s reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party indemnifying parties may exist in respect of such claimAction, then each Indemnifying Party shall the indemnifying party will be entitled to participate in and to assume the defense thereofthereof (at its expense), jointly with any other Indemnifying Party indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall indemnifying party will consent to entry of any judgment or enter into settle any settlement without the consent of the Indemnified Party if such judgment or settlement Action which (i) does not include include, 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 of such claim Action and (ii) does not involve the imposition of equitable remedies or litigationof any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for such Indemnified Party will be indemnified hereunder.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party hereunder of written notice of the commencement of any action, proceeding, claim, investigation action or other similar event involving proceeding with respect to which a claim referred for indemnification may be made pursuant to in this Section 5.12.5, such Indemnified Party will, if a claim in respect thereof is to be made against a party required to provide indemnification (an "Indemnifying Party")indemnifying party, the Indemnified Party shall give written notice to the latter of the commencement of such action; provided, however, provided that the failure of any the Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party indemnifying party of its obligation obligations under the foregoing provisions of this Section 5.12.5, except to the extent that the Indemnifying Party indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party may exist in respect of such claim, then each Indemnifying Party shall indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigationinvestigation incurred prior to the date on which such assumption occurred; provided that if, in such Indemnified Party’s judgment, a conflict of interest between such Indemnified Party and indemnifying parties may exist in respect of such claim, such Indemnified Party may participate jointly in the defense of such claim with the indemnifying parties, and the indemnifying parties shall pay the reasonable fees and expenses of one counsel (plus one local counsel in any applicable jurisdiction) for all of the Indemnified Parties together . No Indemnifying Party shall indemnifying party will consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement which does not include 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.

Notices of Claims, Etc. Promptly after receipt by an Indemnified ---------------------- Party of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in the preceding subdivisions of this Section 5.11.8, such Indemnified Party will, if a claim in respect thereof is to be made against a party required to provide indemnification (an "Indemnifying PartyINDEMNIFYING PARTY"), the Indemnified Party shall 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 obligation under the preceding subdivisions of this Section 5.11.8, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the such Indemnified Party's reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party indemnifying parties may exist (a "CONFLICT OF INTEREST") in respect of such claimclaim (in which case that Indemnified Party shall have the right to retain one separate counsel, then each with the reasonable fees and expenses to be paid by the Indemnifying Party), the Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter (except to the extent that a Conflict of Interest exists) in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement settlement, without the consent of the Indemnified Party if such judgment or settlement Party, which does not include 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.

Notices of Claims, Etc. Promptly after receipt by ---------------------- an Indemnified Party indemnified party hereunder of written notice of the commencement of any action, proceeding, claim, investigation action or other similar event involving proceeding with respect to which a claim referred for indemnification may be made pursuant to in this Section 5.15, such Indemnified Party will, if a claim in respect thereof is to be made against a party required to provide indemnification (an "Indemnifying Party")indemnifying party, the Indemnified Party shall give written notice to the latter of the commencement of such action; provided, however, provided that the -------- failure of any the Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party indemnifying party of its obligation obligations under the preceding subdivisions of this Section 5.15, except to the extent that the Indemnifying Party indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the such Indemnified Party's reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party indemnifying parties may exist in respect of such claim, then each Indemnifying Party shall the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall indemnifying party will consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement which does not include 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.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party hereunder of written notice of the commencement of any action, proceeding, claim, investigation action or other similar event involving proceeding with respect to which a claim referred for indemnification may be made pursuant to in this Section 5.16, such Indemnified Party will, if a claim in respect thereof is to be made against a party required to provide indemnification (an "Indemnifying Party")indemnifying party, the Indemnified Party shall 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 indemnifying party of its obligation obligations under the preceding subdivisions of this Section 5.16, except to the extent that the Indemnifying Party indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the such Indemnified Party's reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party indemnifying parties may exist in respect of such claim, then each Indemnifying Party shall the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall indemnifying party will consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement that does not include 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.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in the preceding subdivisions of this Section 5.16, such Indemnified Party will, if a claim in respect thereof is to be made against a party required to provide indemnification (an "Indemnifying Party"), the Indemnified Party shall 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 obligation under the preceding subdivisions of this Section 5.16, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the such Indemnified Party's reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party Parties may exist in respect of such claim, then each the Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or 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.. (d)

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in the preceding PARAGRAPH (a) OR (b) of this Section 5.1SECTION 4, such Indemnified Party will, if a claim in respect thereof is to be made against a party required an Indemnifying Party pursuant to provide indemnification (an "Indemnifying Party")such paragraphs, the Indemnified Party shall give written notice to the latter of the commencement of such action; provided, however, PROVIDED that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligation obligations under the preceding paragraphs of this Section 5.1SECTION 4, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party may exist in respect of such claim, then each Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof thereof; PROVIDED that the Indemnified Party may participate in such defense at the Indemnified Party's expense. If (i) the Indemnifying Party is not entitled to, or elects not to, assume the defense of a claim, (ii) the Indemnifying Party fails to take reasonable steps necessary to defend diligently the claim within twenty (20) days after receiving notice from the Indemnified Party that the Indemnified Party believes it has failed to do so, (iii) the Indemnified Party who is the defendant in any action which is also brought against the Indemnifying Party reasonably shall have concluded that there shall be one or more legal defenses available to the Indemnified Party which are not available to the Indemnifying Party, or (iv) representation by both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, the Indemnified Party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all Indemnified Parties in each jurisdiction except to the extent any Indemnified Party reasonably shall have concluded that there may be legal defenses available to such Indemnified Party which are not available to other than Indemnified Parties or to the extent representation of all Indemnified Parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct) and the Indemnifying Party shall be liable for any reasonable costs of investigationexpenses therefor. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party, which consent will not be unreasonably withheld or delayed. No Indemnifying Party if such judgment shall be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or settlement does not include as an unconditional term thereof delayed. The indemnification provided for under this Registration Rights Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the giving by the claimant Indemnified Party or plaintiff to any officer, director or controlling Person of such Indemnified Party and will survive the transfer of a release from all liability in respect to such claim or litigationsecurities.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party hereunder of written notice of the commencement of any action, proceeding, claim, investigation action or other similar event involving proceeding with respect to which a claim referred for indemnification may be made pursuant to in this Section 5.13.5, such Indemnified Party will, if a claim in respect thereof is to be made against a party required to provide indemnification (an "Indemnifying Party")indemnifying party, the Indemnified Party shall give written notice to the latter of the commencement of such action; provided, however, provided that the failure of any the Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party indemnifying party of its obligation obligations under the foregoing provisions of this Section 5.13.5, except to the extent that such failure is materially prejudicial to the Indemnifying Party is actually prejudiced by such failure to give noticeParty. In case any such action is brought against an Indemnified Party, unless in the such Indemnified Party’s reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party indemnifying parties may exist in respect of such claim, then each Indemnifying Party shall the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall indemnifying party will consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement which does not include 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.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party hereunder of written notice of the commencement of any action, proceeding, claim, investigation action or other similar event involving proceeding with respect to which a claim referred for indemnification may be made pursuant to in this Section 5.111.4, such Indemnified Party will, if a claim in respect thereof is to be made against a party required to provide indemnification (an "Indemnifying Party")indemnifying party, the Indemnified Party shall give written notice to the latter of the commencement of such action; provided, however, PROVIDED that the failure of any the Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party indemnifying party of its obligation obligations under the preceding 505298\0057\02050\96AXKLE3.WAR subdivisions of this Section 5.111.4, except to the extent that the Indemnifying Party indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the such Indemnified Party's reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party indemnifying parties may exist in respect of such claim, then each Indemnifying Party shall the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall indemnifying party will consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement which does not include 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.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party indemnified party under SECTION 8.1 or SECTION 8.2 above of written notice of the commencement of any action, proceeding, claim, investigation or other similar event involving a claim referred to in this Section 5.1such indemnified party shall, if a claim in respect thereof is to be made against a an indemnifying party required to provide indemnification (an "Indemnifying Party"), the Indemnified Party shall give written notice 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, however, that but the failure of any Indemnified Party so to give notice as provided herein notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party other than under the Indemnifying Party indemnification provisions of its obligation under this Section 5.1, except or contemplated by SECTION 8.1 or SECTION 8.2 hereof and only to the extent that the Indemnifying Party is actually prejudiced of prejudice caused by such failure to give noticefailure. In case any such action is shall be brought against any indemnified party and it shall notify an Indemnified Partyindemnifying party of the commencement thereof, unless in the reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party may exist in respect of such claim, then each Indemnifying Party indemnifying party shall be entitled to participate in and therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After indemnified party and, after notice from the Indemnifying Party indemnifying party to such Indemnified Party indemnified party of its election so to assume the defense and costs of investigation thereof, the Indemnifying Party such indemnifying party shall not be liable to such Indemnified Party 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 other than reasonable costs of investigation. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement 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 litigationthereof.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party of notice of the commencement of any action, proceeding, claim, investigation or other similar event involving a claim referred Each party entitled to in indemnification under this Section 5.1, if a claim in respect thereof is 4 (the "Indemnified Party") shall give notice to be made against a the party required to provide indemnification (an the "Indemnifying Party")) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of such claim or any litigation resulting therefrom, provided, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall give written notice to not unreasonably be withheld), and the latter of the commencement of Indemnified Party may participate in such action; defense at such party's expense, and provided, howeverfurther, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligation obligations under this Section 5.14, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give noticeis not prejudicial. In case No Indemnifying Party, in the defense of any such action is brought against an claim or litigation, shall, except with the consent of each Indemnified Party, unless in the reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party may exist in respect of such claim, then each Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement 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.. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim and litigation resulting therefrom. *** - Confidential Treatment Requested

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in the preceding paragraph (a) or (b) of this Section 5.14, such Indemnified Party will, if a claim in respect thereof is to be made against a party required an Indemnifying Party pursuant to provide indemnification (an "Indemnifying Party")such paragraphs, the Indemnified Party shall give written notice to the latter of the commencement of such action; provided, however, provided that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligation obligations under the preceding paragraphs of this Section 5.14, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party may exist in respect of such claim, then each Indemnifying Party shall be entitled to participate in and, unless in the reasonable judgment of the Indemnified Party a conflict may exist between the Indemnifying Party and the Indemnified Party in respect of such action, 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. After , and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof thereof; provided that the Indemnified Party may participate in such defense at the Indemnified Party's expense. If (i) the Indemnifying Party is not entitled to, or elects not to, assume the defense of a claim, (ii) the Indemnifying Party fails to take reasonable steps necessary to defend diligently the claim within twenty (20) days after receiving notice from the Indemnified Party that the Indemnified Party believes it has failed to do so, (iii) the Indemnified Party who is the defendant in any action which is also brought against the Indemnifying Party reasonably shall have concluded that there shall be one or more legal defenses available to the Indemnified Party which are not available to the Indemnifying Party, or (iv) representation by both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, the Indemnified Party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all Indemnified Parties in each jurisdiction except to the extent any Indemnified Party reasonably shall have concluded that there may be legal defenses available to such Indemnified Party which are not available to other than Indemnified Parties or to the extent representation of all Indemnified Parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct) and the Indemnifying Party shall be liable for any reasonable costs of investigationexpenses therefor. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party, which consent will not be unreasonably withheld or delayed. No Indemnifying Party if such judgment or settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff shall be subject to such Indemnified Party of a release from all any liability in respect to such claim or litigation.for any

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in the preceding paragraph (a) or (b) of this Section 5.18, such Indemnified Party will, if a claim in respect thereof is to be made against a party required an Indemnifying Party pursuant to provide indemnification (an "Indemnifying Party")such paragraphs, the Indemnified Party shall 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 obligation obligations under the preceding paragraphs of this Section 5.18, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless the Indemnifying Party shall be entitled to participate in and, unless, in the reasonable judgment of such any Indemnified Party Party, a conflict of interest between such Indemnified Party and the any Indemnifying Party may exist in exists with respect of to such claim, then each Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation; provided, that the Indemnified Party may participate in such defense at the Indemnified Party’s expense; and provided further, that the Indemnified Party or Indemnified Parties shall have the right to employ one counsel to represent it or them if, in the reasonable judgment of the Indemnified Party or Indemnified Parties, it is advisable for it or them to be represented by separate counsel by reason of having legal defenses which are different from or in addition to those available to the Indemnifying Party, and in that event the reasonable fees and expenses of such one counsel shall be paid by the Indemnifying Party. If the Indemnifying Party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for the Indemnified Parties with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other Indemnified Parties with respect to such claim, in which event the Indemnifying Party shall be obligated to pay the fees and expenses of such additional counsel for the Indemnified Parties or counsels. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be subject to any liability 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, proceeding, claim, investigation action or other similar event involving proceeding with respect to which a claim referred for indemnification may be made pursuant to in this Section 5.111.4, such Indemnified Party will, if a claim in respect thereof is to be made against a party required to provide indemnification (an "Indemnifying Party")indemnifying party, the Indemnified Party shall give written notice to the latter of the commencement of such action; provided, however, PROVIDED that the failure of any the Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party indemnifying party of its obligation obligations under the preceding 505298\0057\02050\96AXKNAK.WAR subdivisions of this Section 5.111.4, except to the extent that the Indemnifying Party indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the such Indemnified Party's reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party indemnifying parties may exist in respect of such claim, then each Indemnifying Party shall the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall indemnifying party will consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement which does not include 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.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party hereunder of written notice of the commencement of any action, proceeding, claim, investigation action or other similar event involving proceeding with respect to which a claim referred for indemnification may be made pursuant to in this Section 5.15, such Indemnified Party will, if a claim in respect thereof is to be made against a party required to provide indemnification (an "Indemnifying Party")indemnifying party, the Indemnified Party shall give written notice to the latter of the commencement of such action; provided, however, provided that the failure of any the Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party indemnifying party of its obligation obligations under the preceding subdivisions of this Section 5.15, except to the extent that the Indemnifying Party indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the such Indemnified Party’s reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party indemnifying parties may exist in respect of such claim, then each Indemnifying Party shall the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall indemnifying party will consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement which does not include 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.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party indemnified party hereunder of written notice of the commencement of any action, proceeding, claim, investigation action or other similar event involving proceeding with respect to which a claim referred for indemnification may be made pursuant to in this Section 5.15, such Indemnified Party will, if a claim in respect thereof is to be made against a party required to provide indemnification (an "Indemnifying Party")indemnifying party, the Indemnified Party shall give written notice to the latter of the commencement of such action; provided, however, provided that the failure of any the Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party indemnifying party of its obligation obligations under the preceding subdivisions of this Section 5.15, except to the extent that the Indemnifying Party indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the such Indemnified Party's reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party indemnifying parties may exist in respect of such claim, then each Indemnifying Party shall the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall indemnifying party will consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement which does not include 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.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in the preceding PARAGRAPH (A) OR (B) of this Section 5.1SECTION 4, such Indemnified Party will, if a claim in respect thereof is to be made against a party required an Indemnifying Party pursuant to provide indemnification (an "Indemnifying Party")such paragraphs, the Indemnified Party shall give written notice to the latter of the commencement of such action; provided, however, PROVIDED that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligation obligations under the preceding paragraphs of this Section 5.1SECTION 4, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party may exist in respect of such claim, then each Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof thereof; PROVIDED that the Indemnified Party may participate in such defense at the Indemnified Party's expense. If (i) the Indemnifying Party is not entitled to, or elects not to, assume the defense of a claim, (ii) the Indemnifying Party fails to take reasonable steps necessary to defend diligently the claim within twenty (20) days after receiving notice from the Indemnified Party that the Indemnified Party believes it has failed to do so, (iii) the Indemnified Party who is the defendant in any action which is also brought against the Indemnifying Party reasonably shall have concluded that there shall be one or more legal defenses available to the Indemnified Party which are not available to the Indemnifying Party, or (iv) representation by both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, the Indemnified Party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all Indemnified Parties in each jurisdiction except to the extent any Indemnified Party reasonably shall have concluded that there may be legal defenses available to such Indemnified Party which are not available to other than Indemnified Parties or to the extent representation of all Indemnified Parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct) and the Indemnifying Party shall be liable for any reasonable costs of investigationexpenses therefor. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party, which consent will not be unreasonably withheld or delayed. No Indemnifying Party if such judgment shall be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or settlement does not include as an unconditional term thereof delayed. The indemnification provided for under this Registration Rights Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the giving by the claimant Indemnified Party or plaintiff to any officer, director or controlling Person of such Indemnified Party and will survive the transfer of a release from all liability in respect to such claim or litigationsecurities.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party indemnified ----------------------- party under subsection (a) or (b) above of written notice of the commencement of any action, proceeding, claim, investigation or other similar event involving a claim referred to in this Section 5.1such indemnified party shall, if a claim in respect thereof is to be made against a an indemnifying party required to provide indemnification (an "Indemnifying Party"), the Indemnified Party shall give written notice 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, however, that but the failure of any Indemnified Party so to give notice as provided herein notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party other than under the Indemnifying Party indemnification provisions of its obligation under this or contemplated by Section 5.1, except 8(a) or 8(b) hereof and only to the extent that the Indemnifying Party is actually prejudiced of prejudice caused by such failure to give noticefailure. In case any such action is shall be brought against any indemnified party and it shall notify an Indemnified Partyindemnifying party of the commencement thereof, unless in the reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party may exist in respect of such claim, then each Indemnifying Party indemnifying party shall be entitled to participate in and therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After indemnified party and, after notice from the Indemnifying Party indemnifying party to such Indemnified Party indemnified party of its election so to assume the defense and costs of investigation thereof, the Indemnifying Party such indemnifying party shall not be liable to such Indemnified Party 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 other than reasonable costs of investigation. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement 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 litigationthereof.

Notices of Claims, Etc. Promptly after receipt by a party seeking indemnification in accordance with this Section 6 (an "Indemnified Party Party") of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in the preceding subdivisions of this Section 5.16, such Indemnified Party will, if a claim in respect thereof is to be made against a party required to provide indemnification (an "Indemnifying Party"), the Indemnified Party shall give written notice to the latter of the commencement of such action; provided, howeverPROVIDED, HOWEVER, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligation under the preceding subdivisions of this Section 5.16, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the such Indemnified Party's reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party indemnifying parties may exist in respect of such claim, then each the Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No Without the consent of the Indemnified Party, no Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement 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, and, without the consent of the Indemnifying Party, no Indemnified Party shall consent to the entry of any judgment or enter into any settlement with respect to any claim or litigation with respect to which such Indemnified Party seeks indemnity hereunder.

Notices of Claims, Etc. Promptly after receipt by an any Person entitled to indemnification under subsection (a) or (b) above (the "Indemnified Party Party") of notice of the commencement of any proceeding or action, proceeding, claim, investigation or other similar event involving a claim referred to in this Section 5.1such Indemnified Party shall, if a claim in respect thereof is to be made against a an indemnifying party required to provide indemnification (an the "Indemnifying Party")) under this Section 4, the Indemnified notify such Indemnifying Party shall give written notice to the latter in writing of the commencement of such actionthereof; provided, however, that but the failure of omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligation otherwise than under this Section 5.1, subsection (a) or (b) above (except to the extent that the Indemnifying Party is actually materially prejudiced or otherwise forfeits rights or defenses by reason of such failure to give noticefailure). In case any such action is shall be brought against an Indemnified Party, unless in the reasonable judgment of such Indemnified Party a conflict of interest between such any Indemnified Party and the it shall notify an Indemnifying Party may exist in respect of the commencement thereof, such claim, then each 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. After , and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the such Indemnifying Party shall not be liable to such Indemnified Party under this Section 4 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 other than reasonable costs of investigation. No Indemnifying Party shall 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 without threatened action or claim in respect of which indemnification or contribution may be sought under this Section 4 (whether or not the consent 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 if from all liability arising out of such judgment action or settlement 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 on behalf of any Indemnified Party of a release from all liability in respect to such claim or litigationParty.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party hereunder of written notice of the commencement of any action, proceeding, claim, investigation action or other similar event involving proceeding with respect to which a claim referred for indemnification may be made pursuant to in this Section 5.1Article VII, such Indemnified Party will, if a claim in respect thereof is to be made against a party required to provide indemnification (an "Indemnifying Party"), the Indemnified Party shall give written notice to the latter of the commencement of such action; provided, however, PROVIDED that the failure of any the Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligation obligations under this Section 5.17.1 or 7.2, except to the extent that the Indemnifying Party is actually materially prejudiced by such failure to give notice. In Except as provided below, in case any such action is brought against an Indemnified Party, unless in the reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party may exist in respect of such claim, then each Indemnifying Party shall will 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. After notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. If the Indemnified Party has been advised by counsel that having common counsel would result in a conflict of interest between the interests of such indemnified and indemnifying parties, then such Indemnified Party may employ separate counsel reasonably acceptable to the Indemnifying Party to represent or defend such Indemnified Party in such action, it being understood, however, that the Indemnifying Party shall not be 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 shall will consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement 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 of such claim or litigation.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party indemnified ---------------------- party under subsection (a) or (b) above of written notice of the commencement of any action, proceeding, claim, investigation or other similar event involving a claim referred to in this Section 5.1such indemnified party shall, if a claim in respect thereof is to be made against a an indemnifying party required to provide indemnification (an "Indemnifying Party"), the Indemnified Party shall give written notice 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, however, that but the failure of any Indemnified Party so to give notice as provided herein notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party other than under the Indemnifying Party indemnification provisions of its obligation under this or contemplated by Section 5.1, except 8(a) or 8(b) hereof and only to the extent that the Indemnifying Party is actually prejudiced of prejudice caused by such failure to give noticefailure. In case any such action is shall be brought against any indemnified party and it shall notify an Indemnified Partyindemnifying party of the commencement thereof, unless in the reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party may exist in respect of such claim, then each Indemnifying Party indemnifying party shall be entitled to participate in and therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After indemnified party and, after notice from the Indemnifying Party indemnifying party to such Indemnified Party indemnified party of its election so to assume the defense and costs of investigation thereof, the Indemnifying Party such indemnifying party shall not be liable to such Indemnified Party 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 other than reasonable costs of investigation. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement 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 litigationthereof.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in the preceding paragraphs of this Section 5.15, such Indemnified Party will, if a claim in respect thereof is to be made against a party required to provide indemnification (an "“Indemnifying Party"”), the Indemnified Party shall 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 obligation under the preceding paragraphs of this Section 5.15, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the such Indemnified Party’s reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party Parties may exist in respect of such claim, then each the Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or 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.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party indemnified ---------------------- party under subsection (a) or (b) above of written notice of the commencement of any action, proceeding, claim, investigation or other similar event involving a claim referred to in this Section 5.1such indemnified party shall, if a claim in respect thereof is to be made against a an indemnifying party required to provide indemnification (an "Indemnifying Party"), the Indemnified Party shall give written notice 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, however, that but the failure of any Indemnified Party omission so to give notice as provided herein notify the indemnifying party shall not relieve the Indemnifying Party of its obligation under this Section 5.1, it from any liability which it may have to any indemnified party except to the extent that the Indemnifying Party 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 Partyindemnifying party of the commencement thereof, unless in the reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party may exist in respect of such claim, then each Indemnifying Party indemnifying party shall be entitled to participate in and therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After 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), and, after notice from the Indemnifying Party indemnifying party to such Indemnified Party indemnified party of its election so to assume the defense thereof, the Indemnifying Party such indemnifying party shall not be liable to such Indemnified Party 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 other than reasonable costs of investigation. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement 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.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party hereunder of written notice of the commencement of any action, proceeding, claim, investigation or other similar event involving Action with respect to which a claim referred for indemnification may be made pursuant to in this Section 5.1Article IV, such Indemnified Party will, if a claim in respect thereof is to be made against a party required to provide indemnification (an "Indemnifying Party")indemnifying party, the Indemnified Party shall give written notice to the latter of the commencement of such actionAction; provided, however, provided that the failure of any the Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party indemnifying party of its obligation obligations under this Section 5.1Article IV, except to the extent that the Indemnifying Party indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action Action is brought against an Indemnified Party, unless in the such Indemnified Party's reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party indemnifying parties may exist in respect of such claimAction, then each Indemnifying Party shall the indemnifying party will be entitled to participate in and to assume the defense thereofthereof (at its expense), jointly with any other Indemnifying Party indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall indemnifying party will consent to entry of any judgment or enter into settle any settlement without the consent of the Indemnified Party if such judgment or settlement Action which (i) does not include include, 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 of such claim Action and (ii) does not involve the imposition of equitable remedies or litigationof any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for such Indemnified Party will be indemnified hereunder.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in the preceding paragraph (a) or (b) of this Section 5.17, such Indemnified Party will, if a claim in respect thereof is to be made against a party required an Indemnifying Party pursuant to provide indemnification (an "Indemnifying Party")such paragraphs, the Indemnified Party shall give written notice to the latter of the commencement of such action; provided, however, provided that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligation obligations under the preceding paragraphs of this Section 5.1Section, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party may exist in respect of such claim, then each Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation; provided that the Indemnified Party may participate in such defense at the Indemnified Party's expense; and provided further that the Indemnified Party (or Indemnified Parties) shall have the right to employ one counsel and one local counsel to represent it (or them, collectively) if, in the reasonable judgment of the Indemnified Party or Indemnified Parties, it is advisable for it (or them) to be represented by separate counsel by reason of having legal defenses which are different from or in addition to those available to the Indemnifying Party, and in that event the reasonable fees and expenses of such counsel shall be paid by the Indemnifying Party; provided further, however, that if certain Indemnified Party (or Indemnified Parties) shall have reasonably concluded, after consultation with counsel, that there may be defenses available to it (or them) that are different from, additional to, or in conflict with those available to one or all of the Indemnified Parties such Indemnified Party (or Indemnified Parties) shall have the right to employ separately one counsel and one local counsel to represent it (or them, collectively), and in that event the reasonable fees and expenses of such one counsel, shall also be paid by the Indemnified Party. If the Indemnifying Party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for the Indemnified Parties with respect to such claim. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or 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. No Indemnifying Party shall be subject to any liability 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 indemnified party under subsection (a) or (b) above of notice of any claim or the commencement of any action, proceeding, claim, investigation or other similar event involving a claim referred to in this Section 5.1such indemnified party shall, if a claim in respect thereof is to be made against a the indemnifying party required to provide indemnification (an "Indemnifying Party")under such subsection, notify the Indemnified Party shall give written notice to indemnifying party in writing of the latter of claim or the commencement of such that action; providedPROVIDED, howeverHOWEVER, that the failure of any Indemnified Party to give notice as provided herein notify the indemnifying party shall not relieve the Indemnifying Party of its obligation it from any liability that it may have under this Section 5.15, except to the extent extent, but only to the extent, that it has been materially prejudiced (including the Indemnifying Party is actually prejudiced by such failure to give noticeforfeiture of important rights and defenses). In case If any such claim or action is brought against an Indemnified Partyany indemnified party, unless in and it notifies the reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and indemnifying party thereof, the Indemnifying Party may exist in respect of such claim, then each Indemnifying Party shall indemnifying party will be entitled to participate participate, at its own expense in the defense of such action, and to the extent it may elect by written notice delivered to such indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, thereof with counsel reasonably satisfactory to such Indemnified Party. After notice from indemnified party; PROVIDED, HOWEVER, that counsel to the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party indemnifying party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection (except with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the written consent of the Indemnified Party if indemnified party) also be counsel to the indemnified party. Notwithstanding the foregoing, the indemnified party or parties shall have the right to employ its or their own counsel (but, in any case, only one counsel for all indemnified parties) in any such judgment case, but the fees and expenses of such counsel shall be at the expense of such indemnified party or settlement 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.parties unless:

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in the preceding PARAGRAPH (A) OR (B) of this Section 5.1SECTION 6, such Indemnified Party will, if a claim in respect thereof is to be made against a party required an Indemnifying Party pursuant to provide indemnification (an "Indemnifying Party")such paragraphs, the Indemnified Party shall give written notice to the latter of the commencement of such action; provided, however, PROVIDED that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligation obligations under the preceding paragraphs of this Section 5.1SECTION 6, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party may exist in respect of such claim, then each Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation; PROVIDED that the Indemnified Party may participate in such defense at the Indemnified Party's expense; and PROVIDED FURTHER that the Indemnified Party or Indemnified Parties shall have the right to employ one counsel to represent it or them if, in the written opinion of legal counsel to the Indemnified Party or Indemnified Parties, it is advisable for it or them to be represented by separate counsel by reason of having legal defenses which are different from or in addition to those available to the Indemnifying Party or there is some other conflict of interest between the Indemnifying Party and the Indemnified Party, and in that event the reasonable fees and expenses of such separate counsel to the Indemnified Parties shall be paid by the Indemnifying Party. If the Indemnifying Party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for the Indemnified Parties with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other Indemnified Parties with respect to such claim, in which event the Indemnifying Party shall be obligated to pay the fees and expenses of such additional counsel for the Indemnified Parties or counsels. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. Each Indemnified Party shall furnish such information regarding itself or the claim in question as the Indemnifying Party or Indemnifying Parties may reasonably request in writing and as shall be reasonably required in connection with defense of such claim and litigation resulting therefrom.

Notices of Claims, Etc. Promptly after receipt by an Indemnified Party of notice of the commencement of any action, proceeding, claim, investigation action or other similar event proceeding involving a claim referred to in the preceding paragraph (a) or (b) of this Section 5.15.04, such Indemnified Party will, if a claim in respect thereof is to be made against a party required an Indemnifying Party pursuant to provide indemnification (an "Indemnifying Party")such paragraphs, the Indemnified Party shall give written notice to the latter of the commencement of such action; provided, however, provided that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligation obligations under the preceding paragraphs of this Section 5.15.04, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in the reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party may exist in respect of such claim, then each Indemnifying Party shall be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After , and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation; provided that the Indemnified Party or Indemnified Parties shall have the right to employ one counsel to represent it or them if, in the reasonable judgment of the Indemnified Party or Indemnified Parties, it is advisable for it or them to be represented by separate counsel by reason of having legal defenses which are different from or in addition to those available to the Indemnifying Party, and in that event the reasonable fees and expenses of such one counsel shall be paid by the Indemnifying Party. If the Indemnifying Party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for the Indemnified Parties with respect to such claim, unless in the reasonable judgment of the Indemnified Party a conflict of interest may exist between such Indemnified Party and any other Indemnified Parties with respect to such claim, in which event the Indemnifying Party shall be obligated to pay the fees and expenses of such additional counsel for the Indemnified Parties or counsels. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be subject to any liability 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 indemnified party ---------------------- under subsection (a) or (b) above of written notice of the commencement of any action, proceeding, claim, investigation or other similar event involving a claim referred to in this Section 5.1such indemnified party shall, if a claim in respect thereof is to be made against a an indemnifying party required to provide indemnification (an "Indemnifying Party"), the Indemnified Party shall give written notice 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, however, that but the failure of any Indemnified Party omission so to give notice as provided herein notify the indemnifying party shall not relieve the Indemnifying Party of its obligation under this Section 5.1, it from any liability which it may have to any indemnified party except to the extent that the Indemnifying Party 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 Partyindemnifying party of the commencement thereof, unless in the reasonable judgment of such Indemnified Party a conflict of interest between such Indemnified Party and the Indemnifying Party may exist in respect of such claim, then each Indemnifying Party indemnifying party shall be entitled to participate in and therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party. After 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), and, after notice from the Indemnifying Party indemnifying party to such Indemnified Party indemnified party of its election so to assume the defense thereof, the Indemnifying Party such indemnifying party shall not be liable to such Indemnified Party 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 other than reasonable costs of investigation. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement 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.