Common use of Notification and Defense of Claims Clause in Contracts

Notification and Defense of Claims. Any party seeking indemnification or reimbursement for Claims hereunder (the "Indemnified Party") shall as promptly as practicable notify the party from which such indemnification is sought (the "Indemnifying Party") upon which the Indemnified Party intends to base a claim for indemnification or reimbursement hereunder; provided, however, that the failure of an Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability under this Agreement to the Indemnified Party with respect to such Claim except to the extent the Indemnifying Party is actually prejudiced or damaged by the failure to receive timely notice. In the event of any claims for indemnification or reimbursement, the Indemnifying Party, at its option, may assume (with legal counsel reasonably acceptable to the Indemnified Party) the defense of any claim, demand, lawsuit or other Proceeding brought against the Indemnified Party, which claim, demand, lawsuit or other Proceeding may give rise to the indemnity or reimbursement obligation of the Indemnifying Party hereunder, and may assert any defense of any party; provided, however, that the Indemnified Party shall have the right at its own expense to participate jointly with the Indemnifying Party in the defense of any claim, demand, lawsuit or other Proceeding in connection with which the Indemnified Party claims indemnification or reimbursement hereunder. Notwithstanding the right of an Indemnified Party so to participate, the Indemnifying Party shall have the sole right to settle or otherwise dispose of such claim, demand, lawsuit or other Proceeding on such terms as the Indemnifying Party, in its sole discretion, shall deem appropriate with respect to any issue involved in such claim, demand, lawsuit or other Proceeding as to which (i) the Indemnifying Party shall have acknowledged the obligation to indemnify the Indemnified Party hereunder and the settlement is solely for cash or (ii) the Indemnified Party shall have declined so to participate and, in either case, the Indemnified Party is provided a full and complete release of Claims.

Notification and Defense of Claims. Any 10.3.1 A party seeking indemnification entitled to be indemnified pursuant to Section 10.1 or reimbursement for Claims hereunder 10.2 (the "“Indemnified Party"”) shall as promptly as practicable notify the party from which or parties liable for such indemnification is sought (the "“Indemnifying Party"”) upon in writing of any claim, action, lawsuit, proceeding, investigation or demand which the Indemnified Party intends has determined has given or could give rise to base a claim for right of indemnification or reimbursement hereunderunder this Agreement; provided, however, that a failure to give prompt notice or to include any specified information in any notice will not affect the failure rights or obligations of an any party hereunder except and only to the extent that, as a result of such failure, any party which was entitled to receive such notice was prejudiced as a result of such failure. Subject to the Indemnifying Party’s right to defend in good faith third party claims as hereinafter provided, the Indemnifying Party shall satisfy its obligations under this Section 10 within thirty (30) days after the receipt of written notice thereof from the Indemnified Party. 10.3.2 If the Indemnified Party to so shall notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability under this Agreement to the Indemnified Party with respect to such Claim except to the extent the Indemnifying Party is actually prejudiced or damaged by the failure to receive timely notice. In the event of any claims for indemnification claim or reimbursementdemand pursuant to Section 10.3.1, the Indemnifying Party, at its option, may assume (with legal counsel reasonably acceptable and if such claim or demand relates to the Indemnified Party) the defense of any claim, demand, lawsuit a claim or other Proceeding brought demand asserted by a third party against the Indemnified Party, which claim, demand, lawsuit or other Proceeding may give rise to the indemnity or reimbursement obligation of the Indemnifying Party hereunder, and may assert any defense of any party; provided, however, that the Indemnified Party shall have the right at its own expense to participate jointly with the Indemnifying Party in the defense of any claim, demand, lawsuit or other Proceeding in connection with which the Indemnified Party claims indemnification or reimbursement hereunder. Notwithstanding the right of an Indemnified Party so to participate, the Indemnifying Party shall have the sole right to settle defend any such claim or otherwise dispose demand asserted against the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any such claim or demand at its own expense. Without limiting the generality of the foregoing, the Indemnified Party shall not be entitled to indemnification for any fees or costs of defending any such claim or demand unless and until the Indemnifying Party elects not to assume the defense of such claim or demand. The Indemnifying Party shall notify the Indemnified Party in writing, as promptly as possible (but in any case five (5) Business Days before the due date for the answer or response to a claim, ) after the date of the notice of claim given by the Indemnified Party to the Indemnifying Party under Section 10.3.1 of its election to defend any such third party claim or demand, lawsuit or other Proceeding on such terms . So long as the Indemnifying Party is defending in good faith any such claim or demand asserted by a third party against the Indemnified Party, the Indemnified Party shall not settle or compromise such claim or demand without the prior written consent of the Indemnifying Party (which consent may be granted or withheld in the Indemnifying Party’s sole and absolute discretion), and the Indemnified Party shall make available to the Indemnifying Party or its sole discretionagents all records and other material in the Indemnified Party’s possession reasonably required by it for its use in contesting any third party claim or demand. In the event the Indemnifying Party elects to defend such claim or action, shall deem appropriate with respect to any issue involved in such claim, demand, lawsuit or other Proceeding as to which (i) the Indemnifying Party shall have acknowledged the obligation right to settle or compromise such claim or action without the consent of the Indemnified Party, provided that the terms of the settlement or compromise impose no additional obligations on the Indemnified Party with respect to the subject matter of the claim or demand for which the Indemnifying Party has not agreed to indemnify the Indemnified Party hereunder and the settlement is solely for cash or (ii) the Indemnified Party shall have declined so to participate and, in either case, the Indemnified Party is provided a full and complete release of ClaimsParty.

Notification and Defense of Claims. Any (a) A party seeking indemnification or reimbursement for Claims hereunder entitled to be indemnified pursuant to Section 12.1 (the "Indemnified Party") shall as promptly as practicable notify the party from which liable for such indemnification is sought (the "Indemnifying Party") upon in writing of any claim or demand which the Indemnified Party intends has determined has given or could give rise to base a right of indemnification under this Agreement, as soon as possible after the Indemnified Party becomes aware of such claim for indemnification or reimbursement hereunderdemand; provided, however, that the Indemnified Party's failure to give such notice to the Indemnifying Party in a timely fashion shall not result in the loss of an the Indemnified Party's rights with respect thereto except to the extent the Indemnified Party is materially prejudiced by the delay. If the Indemnified Party shall notify the Indemnifying Party of any claim or demand pursuant to so notify the provisions hereof, and if such claim or demand relates to a claim or demand asserted by a third party against the Indemnified Party (a "Third Party Claim"), the Indemnifying Party shall have the obligation either (i) to pay such claim or demand, or (ii) defend any such Third Party Claim with counsel reasonably satisfactory to the Indemnified Party. After the Indemnifying Party has assumed the defense of such Third Party Claim, the Indemnifying Party shall not relieve the Indemnifying Party from any liability under this Agreement be liable to the Indemnified Party with respect to such Claim except to the extent the Indemnifying Party is actually prejudiced under this Section 12.2 for any legal or damaged other expenses subsequently incurred by the failure to receive timely notice. In the event of any claims for indemnification or reimbursement, the Indemnifying Party, at its option, may assume (Indemnified Party in connection with legal counsel reasonably acceptable to the Indemnified Party) the defense thereof other than reasonable costs of any claiminvestigation, demand, lawsuit or other Proceeding brought against the Indemnified Party, which claim, demand, lawsuit or other Proceeding may give rise to the indemnity or reimbursement obligation of the Indemnifying Party hereunder, and may assert any defense of any party; provided, however, provided that the Indemnified Party shall have the right to employ counsel, at its own expense the Indemnifying Party's expense, to participate jointly with represent it if (A) in the Indemnified Party's reasonable opinion the Indemnifying Party in is not diligently prosecuting the defense of any claimsuch Third Party Claim, demand(B) such Third Party Claim involves remedies other than monetary damages and such remedies, lawsuit or other Proceeding in connection with which the Indemnified Party's reasonable judgment, could 74 have a material adverse effect on such Indemnified Party, (C) the Indemnified Party claims indemnification may have available to it one or reimbursement hereunder. Notwithstanding the right of an Indemnified Party so to participate, the Indemnifying Party shall have the sole right to settle more defenses or otherwise dispose of such claim, demand, lawsuit counterclaims that are inconsistent with one or other Proceeding on such terms as more defenses or counterclaims that may be alleged by the Indemnifying Party, or (D) the Indemnified Party believes in its sole discretion, shall deem appropriate reasonable discretion that a conflict of interest exists between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim or action, and in any issue involved such event the reasonable fees and expenses of such separate counsel for the Indemnified Party shall be paid by the Indemnifying Party. The Indemnified Party shall make available to the Indemnifying Party or its agents all records and other materials in such claim, the Indemnified Party's possession reasonably required by it for its use in contesting any Third Party Claim or demand, lawsuit . (b) No Indemnified Party may settle or other Proceeding as compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnifying Party, unless (i) the Indemnifying Party shall have acknowledged fails to assume and diligently prosecuting the obligation to indemnify the Indemnified Party hereunder and the settlement is solely for cash defense of such claim or (ii) such settlement, compromise or consent includes an unconditional release of the Indemnifying Party from all liability arising out of such claim and does not contain any equitable order, judgment or term which includes any admission of wrongdoing or could result in any liability (including regulatory liability) of the Indemnifying Party or which would otherwise in any manner affect, restrain or interfere with the business of the Indemnifying Party or any Affiliate of the Indemnifying Party. An Indemnifying Party may not, without the prior written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder unless such settlement, compromise or consent includes an unconditional release of the Indemnified Party shall have declined so to participate andfrom all liability arising out of such claim and does not contain any equitable order, judgment or term which includes any admission of wrongdoing or could result in either case, any liability (including regulatory liability) of the Indemnified Party is provided a full and complete release or which would otherwise in any manner affect, restrain or interfere with the business of Claimsthe Indemnified Party or any of the Indemnified Party's Affiliates.

Notification and Defense of Claims. Any or Actions ------------------------------------------------------- 11.4.1 As used in this Section, any party seeking indemnification or reimbursement for Claims hereunder (the pursuant to this Article11 is referred to as an "Indemnified Party") shall as promptly as practicable notify the " and any party from which such whom indemnification is sought (the pursuant to this Section is referred to as an "Indemnifying Party") upon which the Indemnity Obligor." An Indemnified Party intends which proposes to base assert the right to be indemnified under this Article 11 shall, pursuant to the notice provisions of this Agreement, submit a written demand for indemnification setting forth in summary form the facts as then known which form the basis for the claim for indemnification. 11.4.2 With respect to claims based on actions by third parties, an Indemnified Party shall, within twenty (20) days after the receipt of notice of the commencement of any Proceeding against it in respect of which a claim for indemnification or reimbursement hereunderis to be made against an Indemnity Obligor, notify the Indemnity Obligor in writing of the commencement of such Proceeding, enclosing a copy of all papers served; provided, however, that the failure of an Indemnified Party to so notify the Indemnifying Party Indemnity Obligor of any such Proceeding shall not relieve the Indemnifying Party Indemnity Obligor from any liability under which it may have to the Indemnified Party, except to the extent that the Indemnity Obligor is prejudiced thereby. Thereafter, the Indemnified Party shall deliver to the Indemnity Obligor, within ten (10) days after receipt by the Indemnified Party, copies of all further notices relating to such claim. 11.4.3 If a third-party claim is made for which an Indemnified Party is entitled to indemnification pursuant to this Agreement Article, the Indemnity Obligor will be entitled to participate in the defense of such claim. If the Indemnity Obligor so chooses, and provided that it acknowledges in writing its obligation to indemnify the Indemnified Party, the Indemnity Obligor may assume primary responsibility for the defense of such claim with counsel selected by the Indemnity Obligor and not reasonably objected to by the Indemnified Party. Should the Indemnity Obligor assume primary responsibility for the defense of any such claim, the Indemnity Obligor will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense of such claim. 11.4.4 If the Indemnity Obligor assumes the defense of a third-party claim as set forth in Section 11.4.3, then (i) in no event will an Indemnified Party admit any liability with respect to, or settle, compromise or discharge, any such claim without the Indemnity Obligor's prior written consent, which shall not be unreasonably withheld, and (ii) each Indemnified Party shall be entitled to such Claim except to the extent the Indemnifying Party is actually prejudiced or damaged by the failure to receive timely notice. In the event of any claims for indemnification or reimbursementparticipate in, but not control, the Indemnifying Party, defense of such claim with its own counsel at its option, may own expense. If the Indemnity Obligor does not assume (with legal counsel reasonably acceptable to the Indemnified Party) the defense of any such claim, demand, lawsuit or other Proceeding brought against the Indemnified Party, which claim, demand, lawsuit or other Proceeding may give rise to the indemnity or reimbursement obligation of the Indemnifying Party hereunder, and may assert any defense of any party; provided, however, that the Indemnified Party shall have the right at its own expense to participate jointly with the Indemnifying Party in the defense of any claim, demand, lawsuit or other Proceeding in connection with which the Indemnified Party claims indemnification or reimbursement hereunder. Notwithstanding the right of an Indemnified Party so to participatemay defend such claim in a manner as it may deem appropriate (including, the Indemnifying Party shall have the sole right to settle or otherwise dispose of but not limited to, settling such claim, demandafter giving twenty (20) days prior written notice of such settlement to the Indemnity Obligor, lawsuit or other Proceeding on such terms as the Indemnifying Party, in its sole discretion, shall Indemnified Party may deem appropriate appropriate). 11.4.5 In the event that any claim for indemnification is made with respect to any issue involved in such claimthird-party claim pursuant to this Article, demand, lawsuit or other Proceeding as to which (i) the Indemnifying Party party assuming primary responsibility for the defense of such claim shall have acknowledged at all times keep the obligation other party informed as to indemnify the Indemnified Party hereunder status of such claim and the settlement is solely for cash or (ii) the Indemnified Party party not primarily responsible for the defense of such claim shall have declined so to participate and, cooperate fully with the other party in either case, the Indemnified Party is provided a full and complete release of Claimsconnection with such defense.

Notification and Defense of Claims. Any (a) A party seeking indemnification entitled to be indemnified pursuant to Section 12.1 or reimbursement for Claims hereunder Section 12.2 (the "Indemnified Party") shall as promptly as practicable notify the party from which liable for such indemnification is sought (the "Indemnifying Party") upon in writing of any claim or demand which the Indemnified Party intends has determined has given or could give rise to base a right of indemnification under this Agreement, as soon as possible after the Indemnified Party becomes aware of such claim for indemnification or reimbursement hereunderdemand; provided, however, that the Indemnified Party's failure to give such notice to the Indemnifying Party in a timely fashion shall not result in the loss of an the Indemnified Party's rights with respect thereto except to the extent the Indemnified Party is materially prejudiced by the delay. If the Indemnified Party shall notify the Indemnifying Party of any claim or demand pursuant to so notify the provisions hereof, and if such claim or demand relates to a claim or demand asserted by a third party against the Indemnified Party (a "Third Party Claim"), the Indemnifying Party shall have the obligation either (i) to pay such claim or demand, or (ii) defend any such Third Party Claim with counsel reasonably satisfactory to the Indemnified Party. After the Indemnifying Party has assumed the defense of such Third Party Claim, the Indemnifying Party shall not relieve the Indemnifying Party from any liability under this Agreement be liable to the Indemnified Party with respect to such Claim except to the extent the Indemnifying Party is actually prejudiced under this Section 12.3 for any legal or damaged other expenses subsequently incurred by the failure to receive timely notice. In the event of any claims for indemnification or reimbursement, the Indemnifying Party, at its option, may assume (Indemnified Party in connection with legal counsel reasonably acceptable to the Indemnified Party) the defense thereof other than reasonable costs of any claiminvestigation, demand, lawsuit or other Proceeding brought against the Indemnified Party, which claim, demand, lawsuit or other Proceeding may give rise to the indemnity or reimbursement obligation of the Indemnifying Party hereunder, and may assert any defense of any party; provided, however, provided that the Indemnified Party shall have the right to employ counsel, at its own expense the Indemnifying Party's expense, to participate jointly with represent it if (A) in the Indemnified Party's reasonable opinion the Indemnifying Party in is not diligently prosecuting the defense of any claimsuch Third Party Claim, demand(B) such Third Party Claim involves remedies other than monetary damages and such remedies, lawsuit or other Proceeding in connection with which the Indemnified Party's reasonable judgment, could have a material adverse effect on such Indemnified Party, (C) the Indemnified Party claims indemnification may have available to it one or reimbursement hereunder. Notwithstanding the right of an Indemnified Party so to participate, the Indemnifying Party shall have the sole right to settle more defenses or otherwise dispose of such claim, demand, lawsuit counterclaims that are inconsistent with one or other Proceeding on such terms as more defenses or counterclaims that may be alleged by the Indemnifying Party, in its sole discretion, shall deem appropriate with respect to any issue involved in such claim, demand, lawsuit or other Proceeding as to which (i) the Indemnifying Party shall have acknowledged the obligation to indemnify the Indemnified Party hereunder and the settlement is solely for cash or (iiD) the Indemnified Party shall have declined so to participate and, believes in either case, its reasonable discretion that a conflict of interest exists between the Indemnifying Party and the Indemnified Party is provided a full with respect to such third party claim or action, and complete release in any such event the reasonable fees and expenses of Claimssuch separate counsel for the Indemnified Party shall be paid by the Indemnifying Party. The Indemnified Party shall make available to the Indemnifying Party or its agents all records and other materials in the Indemnified Party's possession reasonably required by it for its use in contesting any third party claim or demand.

Notification and Defense of Claims. Any (a) A party seeking indemnification or reimbursement for Claims hereunder entitled to be indemnified pursuant to this Article XI (the "Indemnified Party") shall as promptly as practicable notify the party from which liable for such indemnification is sought (the "Indemnifying Party") upon in writing of any claim or demand which the Indemnified Party intends has determined has given or could give rise to base a right of indemnification under this Agreement, as soon as possible after the Indemnified Party becomes aware of such claim for indemnification or reimbursement hereunderdemand; provided, howeverthat, that the Indemnified Party's failure of an Indemnified Party to so notify give such notice to the Indemnifying Party in a timely fashion shall not relieve result in the Indemnifying Party from any liability under this Agreement to loss of the Indemnified Party Party's rights with respect to such Claim thereto except to the extent the Indemnifying Party is actually materially prejudiced or damaged by the failure to receive timely notice. In delay. (b) If the event Indemnified Party shall notify the Indemnifying Party of any claims for indemnification claim or reimbursementdemand pursuant to the provisions hereof, and if such claim or demand relates to a claim or demand asserted by a third party against the Indemnified Party (a "Third Party Claim"), the Indemnifying PartyParty shall have the obligation either (i) to pay such claim or demand, at its option, may assume or (ii) defend any such Third Party Claim with legal counsel reasonably acceptable satisfactory to the Indemnified Party) . After the Indemnifying Party has assumed the defense of any claimsuch Third Party Claim, demand, lawsuit or other Proceeding brought against the Indemnified Party, which claim, demand, lawsuit or other Proceeding may give rise to the indemnity or reimbursement obligation of the Indemnifying Party hereundershall not be liable to the Indemnified Party under this Article XI for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation, and may assert any defense of any party; provided, however, provided that the Indemnified Party shall have the right to employ counsel, at its own expense the Indemnifying Party's expense, to participate jointly with represent it if (A) in the Indemnified Party's reasonable opinion 34 the Indemnifying Party in is not diligently prosecuting the defense of any claimsuch Third Party Claim, demand(B) such Third Party Claim involves remedies other than monetary damages and such remedies, lawsuit or other Proceeding in connection with which the Indemnified Party's reasonable judgment, could have a Material Adverse Effect on such Indemnified Party, (C) the Indemnified Party claims indemnification may have available to it one or reimbursement hereunder. Notwithstanding the right of an Indemnified Party so to participate, the Indemnifying Party shall have the sole right to settle more defenses or otherwise dispose of such claim, demand, lawsuit counterclaims that are inconsistent with one or other Proceeding on such terms as more defenses or counterclaims that may be alleged by the Indemnifying Party, or (D) the Indemnified Party believes in its sole discretion, shall deem appropriate reasonable discretion that a conflict of interest exists between the Indemnifying Party and the Indemnified Party with respect to such Third‑Party Claim or action, and in any issue involved such event the reasonable fees and expenses of such separate counsel for the Indemnified Party shall be paid by the Indemnifying Party. The Indemnified Party shall make available to the Indemnifying Party or its agents all records and other materials in such claim, the Indemnified Party's possession reasonably required by it for its use in contesting any Third‑Party Claim or demand, lawsuit . (c) No Indemnified Party may settle or other Proceeding as compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnifying Party, unless (i) the Indemnifying Party shall have acknowledged fails to assume and diligently prosecute the obligation to indemnify the Indemnified Party hereunder and the settlement is solely for cash defense of such claim or (ii) such settlement, compromise or consent includes an unconditional release of the Indemnifying Party from all liability arising out of such claim and does not contain any equitable order, judgment or term which includes any admission of wrongdoing or could result in any liability (including regulatory liability) of the Indemnifying Party or which would otherwise in any manner affect, restrain or interfere with the business of the Indemnifying Party or any Affiliate of the Indemnifying Party. An Indemnifying Party may not, without the prior written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder unless such settlement, compromise or consent includes an unconditional release of the Indemnified Party shall have declined so to participate andfrom all liability arising out of such claim and does not contain any equitable order, judgment or term which includes any admission of wrongdoing or could result in either case, any liability (including regulatory liability) of the Indemnified Party is provided a full and complete release or which would otherwise in any manner affect, restrain or interfere with the business of Claimsthe Indemnified Party or any of the Indemnified Party's Affiliates.

Notification and Defense of Claims. Any A party seeking indemnification entitled to be indemnified pursuant to Section 12.1 or reimbursement for Claims hereunder Section 12.2 (the "Indemnified Party") shall as promptly as practicable notify the party from which liable for such indemnification is sought (the "Indemnifying Party") upon in writing of any claim or demand which the Indemnified Party intends has determined has given or could give rise to base a right of indemnification under this Agreement, as soon as possible after the Indemnified Party becomes aware of such claim for indemnification or reimbursement hereunderdemand; provided, however, that the Indemnified Party's failure to give such notice to the Indemnifying Party in a timely fashion shall not result in the loss of an the Indemnified Party's rights with respect thereto except to the extent the Indemnified Party is materially prejudiced by the delay. If the Indemnified Party shall notify the Indemnifying Party of any claim or demand pursuant to so notify the provisions hereof, and if such claim or demand relates to a claim or demand asserted by a third party against the Indemnified Party (a "Third Party Claim"), the Indemnifying Party shall have the obligation either (i) to pay such claim or demand, or (ii) defend any such Third Party Claim with counsel reasonably satisfactory to the Indemnified Party. After the Indemnifying Party has assumed the defense of such Third Party Claim, the Indemnifying Party shall not relieve the Indemnifying Party from any liability under this Agreement be liable to the Indemnified Party with respect to such Claim except to the extent the Indemnifying Party is actually prejudiced under this Section 12.3 for any legal or damaged other expenses subsequently incurred by the failure to receive timely notice. In the event of any claims for indemnification or reimbursement, the Indemnifying Party, at its option, may assume (Indemnified Party in connection with legal counsel reasonably acceptable to the Indemnified Party) the defense thereof other than reasonable costs of any claiminvestigation, demand, lawsuit or other Proceeding brought against the Indemnified Party, which claim, demand, lawsuit or other Proceeding may give rise to the indemnity or reimbursement obligation of the Indemnifying Party hereunder, and may assert any defense of any party; provided, however, provided that the Indemnified Party shall have the right to employ counsel, at its own expense the Indemnifying Party's expense, to participate jointly with represent it if (A) in the Indemnified Party's reasonable opinion the Indemnifying Party in is not diligently prosecuting the defense of any claimsuch Third Party Claim, demand(B) such Third Party Claim involves remedies other than monetary damages and such remedies, lawsuit or other Proceeding in connection with which the Indemnified Party's reasonable judgment, could have a material adverse effect on such Indemnified Party, (C) the Indemnified Party claims indemnification may have available to it one or reimbursement hereunder. Notwithstanding the right of an Indemnified Party so to participate, the Indemnifying Party shall have the sole right to settle more defenses or otherwise dispose of such claim, demand, lawsuit counterclaims that are inconsistent with one or other Proceeding on such terms as more defenses or counterclaims that may be alleged by the Indemnifying Party, or (D) the Indemnified Party believes in its sole discretion, shall deem appropriate reasonable discretion that a conflict of interest exists between the Indemnifying Party and the Indemnified Party with respect to such third party claim or action, and in any issue involved such event the reasonable fees and expenses of such separate counsel for the Indemnified Party shall be paid by the Indemnifying Party. Subject to and without waiving privilege, the Indemnified Party shall make available to the Indemnifying Party or its agents all records and other materials in such claim, the Indemnified Party's possession reasonably required by it for its use in contesting any third party claim or demand, lawsuit . No Indemnified Party may settle or other Proceeding as compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnifying Party, unless (i) the Indemnifying Party shall have acknowledged fails to assume and diligently prosecuting the obligation defense of such claim pursuant to indemnify the Indemnified Party hereunder and the settlement is solely for cash Section 12.3(a) or (ii) such settlement, compromise or consent includes an unconditional release of the Indemnifying Party from all liability arising out of such claim and does not contain any equitable order, judgment or term which includes any admission of wrongdoing or could result in any liability(including regulatory liability) of the Indemnifying Party or which would otherwise in any manner affect, restrain or interfere with the business of the Indemnifying Party or any Affiliate of the Indemnifying Party. An Indemnifying Party may not, without the prior written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder unless such settlement, compromise or consent includes an unconditional release of the Indemnified Party shall have declined so to participate andfrom all liability arising out of such claim and does not contain any equitable order, judgment or term which includes any admission of wrongdoing or could result in either case, any liability (including regulatory liability) of the Indemnified Party is provided a full and complete release or which would otherwise in any manner affect, restrain or interfere with the business of Claimsthe Indemnified Party or any of the Indemnified Party's Affiliates.

Notification and Defense of Claims. Any (a) A party seeking indemnification entitled to be indemnified pursuant to Section 11.1 or reimbursement for Claims hereunder Section 11.2 (the "Indemnified Party") shall as promptly as practicable notify the party from which liable for such indemnification is sought (the "Indemnifying Party") upon in writing of any claim or demand which the Indemnified Party intends has determined has given or could give rise to base a right of indemnification under this Agreement, as soon as possible after the Indemnified Party becomes aware of such claim for indemnification or reimbursement hereunderdemand; provided, however, that the Indemnified Party's failure to give such notice to the Indemnifying Party in a timely fashion shall not result in the loss of an the Indemnified Party's rights with respect thereto except to the extent the Indemnified Party is materially prejudiced by the delay. If the Indemnified Party shall notify the Indemnifying Party of any claim or demand pursuant to so notify the provisions hereof, and if such claim or demand relates to a claim or demand asserted by a third party against the Indemnified Party (a "Third Party Claim"), the Indemnifying Party shall have the obligation either (i) to pay such claim or demand, or (ii) defend any such Third Party Claim with counsel reasonably satisfactory to the Indemnified Party. After the Indemnifying Party has assumed the defense of such Third Party Claim, the Indemnifying Party shall not relieve the Indemnifying Party from any liability under this Agreement be liable to the Indemnified Party with respect to such Claim except to the extent the Indemnifying Party is actually prejudiced under this Section 11.3 for any legal or damaged other expenses subsequently incurred by the failure to receive timely notice. In the event of any claims for indemnification or reimbursement, the Indemnifying Party, at its option, may assume (Indemnified Party in connection with legal counsel reasonably acceptable to the Indemnified Party) the defense thereof other than reasonable costs of any claiminvestigation, demand, lawsuit or other Proceeding brought against the Indemnified Party, which claim, demand, lawsuit or other Proceeding may give rise to the indemnity or reimbursement obligation of the Indemnifying Party hereunder, and may assert any defense of any party; provided, however, provided that the Indemnified Party shall have the right to employ counsel, at its own expense the Indemnifying Party's expense, to participate jointly with represent it if (A) in the Indemnified Party's reasonable opinion the Indemnifying Party in is not diligently prosecuting the defense of any claimsuch Third Party Claim, demand(B) such Third Party Claim involves remedies other than monetary damages and such remedies, lawsuit or other Proceeding in connection with which the Indemnified Party's reasonable judgment, could have a material adverse effect on such Indemnified Party, (C) the Indemnified Party claims indemnification may have available to it one or reimbursement hereunder. Notwithstanding the right of an Indemnified Party so to participate, the Indemnifying Party shall have the sole right to settle more defenses or otherwise dispose of such claim, demand, lawsuit counterclaims that are inconsistent with one or other Proceeding on such terms as more defenses or counterclaims that may be alleged by the Indemnifying Party, or (D) the Indemnified Party believes in its sole discretion, shall deem appropriate reasonable discretion that a conflict of interest exists between the Indemnifying Party and the Indemnified Party with respect to such third party claim or action, and in any issue involved such event the reasonable fees and expenses of such separate counsel for the Indemnified Party shall be paid by the Indemnifying Party. The Indemnified Party shall make available to the Indemnifying Party or its agents all records and other materials in such claim, the Indemnified Party's possession reasonably required by it for its use in contesting any third party claim or demand, lawsuit . (b) No Indemnified Party may settle or other Proceeding as compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnifying Party, unless (i) the Indemnifying Party shall have acknowledged fails to assume and diligently prosecuting the obligation defense of such claim pursuant to indemnify the Indemnified Party hereunder and the settlement is solely for cash Section 11.3(a) or (ii) such settlement, compromise or consent includes an unconditional release of the Indemnifying Party from all liability arising out of such claim and does not contain any equitable order, judgment or term which includes any admission of wrongdoing or could result in any liability (including regulatory liability) of the Indemnifying Party or which would otherwise in any manner affect, restrain or interfere with the business of the Indemnifying Party or any Affiliate of the Indemnifying Party. An Indemnifying Party may not, without the prior written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder unless such settlement, compromise or consent includes an unconditional release of the Indemnified Party shall have declined so to participate andfrom all liability arising out of such claim and does not contain any equitable order, judgment or term which includes any admission of wrongdoing or could result in either case, any liability (including regulatory liability) of the Indemnified Party is provided a full and complete release or which would otherwise in any manner affect, restrain or interfere with the business of Claimsthe Indemnified Party or any of the Indemnified Party's Affiliates.

Notification and Defense of Claims. Any (a) A party seeking indemnification or reimbursement for Claims hereunder entitled to be indemnified pursuant to this Article XI (the "“Indemnified Party"”) shall as promptly as practicable notify the party from which liable for such indemnification is sought (the "“Indemnifying Party"”) upon in writing of any claim or demand which the Indemnified Party intends has determined has given or could give rise to base a right of indemnification under this Agreement, as soon as possible after the Indemnified Party has Knowledge of such claim for indemnification or reimbursement hereunderdemand; provided, howeverthat, that the Indemnified Party’s failure of an Indemnified Party to so notify give such notice to the Indemnifying Party in a timely fashion shall not relieve result in the Indemnifying Party from any liability under this Agreement to loss of the Indemnified Party Party’s rights with respect to such Claim thereto except to the extent the Indemnifying Party is actually and materially prejudiced or damaged by the failure to receive timely notice. In delay. (b) If the event Indemnified Party shall notify the Indemnifying Party of any claims for indemnification claim or reimbursementdemand pursuant to the provisions hereof, and if such claim or demand relates to a claim or demand asserted by a third party against the Indemnified Party in writing (a “Third Party Claim”), the Indemnifying PartyParty shall have the obligation either (i) to pay such claim or demand, at its option, may assume or (ii) defend any such Third Party Claim with legal counsel reasonably acceptable satisfactory to the Indemnified Party) . After the Indemnifying Party has assumed the defense of any claimsuch Third Party Claim, demand, lawsuit or other Proceeding brought against the Indemnified Party, which claim, demand, lawsuit or other Proceeding may give rise to the indemnity or reimbursement obligation of the Indemnifying Party hereundershall not be liable to the Indemnified Party under this Article XI for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation, and may assert any defense of any party; provided, however, provided that the Indemnified Party shall have the right to employ counsel, at its own expense the Indemnifying Party’s expense, to participate jointly with represent it if (A) in the Indemnified Party’s reasonable opinion the Indemnifying Party in is not diligently prosecuting the defense of any claimsuch Third Party Claim, demand(B) such Third Party Claim involves remedies other than monetary damages and such remedies against the Indemnified Party, lawsuit or other Proceeding in connection with which the Indemnified Party’s reasonable judgment, would reasonably be expected to be granted and, if granted, would have a material and adverse effect on such Indemnified Party, (C) the Indemnified Party claims indemnification may have available to it one or reimbursement hereunder. Notwithstanding the right of an Indemnified Party so to participate, the Indemnifying Party shall have the sole right to settle more defenses or otherwise dispose of such claim, demand, lawsuit counterclaims that are inconsistent with one or other Proceeding on such terms as more defenses or counterclaims that may be alleged by the Indemnifying Party, or (D) the Indemnified Party believes in its sole discretion, shall deem appropriate reasonable discretion that a conflict of interest exists between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim or action, and in any issue involved such event the reasonable fees and expenses of such separate counsel for the Indemnified Party shall be paid by the Indemnifying Party. The Indemnified Party shall make available to the Indemnifying Party or its agents all records and other materials in such claim, the Indemnified Party’s possession reasonably required by the Indemnifying Party for its use in contesting any Third Party Claim or demand, lawsuit . (c) No Indemnified Party may settle or other Proceeding as compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnifying Party, unless (i) the Indemnifying Party shall have acknowledged fails to assume and diligently prosecute the obligation to indemnify the Indemnified Party hereunder and the settlement is solely for cash defense of such claim or (ii) such settlement, compromise or consent includes an unconditional release of the Indemnifying Party from all liability arising out of such claim and does not contain any equitable order, judgment or term which includes any admission of wrongdoing or could result in any liability (including regulatory liability) of the Indemnifying Party or which would otherwise in any manner affect, restrain or interfere with the business of the Indemnifying Party or any Affiliate of the Indemnifying Party. An Indemnifying Party may not, without the prior written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder unless such settlement, compromise or consent includes an unconditional release of the Indemnified Party shall have declined so to participate andfrom all liability arising out of such claim and does not contain any equitable order, judgment or term which includes any admission of wrongdoing or could result in either case, any liability (including regulatory liability) of the Indemnified Party is provided a full and complete release or which would otherwise in any manner affect, restrain or interfere with the business of Claimsthe Indemnified Party or any of the Indemnified Party’s Affiliates.

Notification and Defense of Claims. Any (a) A party seeking indemnification entitled to be indemnified pursuant to Section 12.1 or reimbursement for Claims hereunder Section 12.2 (the "Indemnified Party") shall as promptly as practicable notify the party from which liable for such indemnification is sought (the "Indemnifying Party") upon in writing of any claim or demand which the Indemnified Party intends has determined has given or could give rise to base a right of indemnification under this Agreement, as soon as possible after 37 the Indemnified Party becomes aware of such claim for indemnification or reimbursement hereunderdemand; provided, however, that the Indemnified Party's failure to give such notice to the Indemnifying Party in a timely fashion shall not result in the loss of an the Indemnified Party's rights with respect thereto except to the extent the Indemnified Party is materially prejudiced by the delay. If the Indemnified Party shall notify the Indemnifying Party of any claim or demand pursuant to so notify the provisions hereof, and if such claim or demand relates to a claim or demand asserted by a third party against the Indemnified Party (a "Third Party Claim"), the Indemnifying Party shall have the obligation either (i) to pay such claim or demand, or (ii) defend any such Third Party Claim with counsel reasonably satisfactory to the Indemnified Party. After the Indemnifying Party has assumed the defense of such Third Party Claim, the Indemnifying Party shall not relieve the Indemnifying Party from any liability under this Agreement be liable to the Indemnified Party with respect to such Claim except to the extent the Indemnifying Party is actually prejudiced under this Section 12 for any legal or damaged other expenses subsequently incurred by the failure to receive timely notice. In the event of any claims for indemnification or reimbursement, the Indemnifying Party, at its option, may assume (Indemnified Party in connection with legal counsel reasonably acceptable to the Indemnified Party) the defense thereof other than reasonable costs of any claiminvestigation, demand, lawsuit or other Proceeding brought against the Indemnified Party, which claim, demand, lawsuit or other Proceeding may give rise to the indemnity or reimbursement obligation of the Indemnifying Party hereunder, and may assert any defense of any party; provided, however, provided that the Indemnified Party shall have the right to employ counsel, at its own expense the Indemnifying Party's expense, to participate jointly with represent it if (A) in the Indemnified Party's reasonable opinion the Indemnifying Party in is not diligently prosecuting the defense of any claimsuch Third Party Claim, demand(B) such Third Party Claim involves remedies other than monetary damages and such remedies, lawsuit or other Proceeding in connection with which the Indemnified Party's reasonable judgment, could have a material adverse effect on such Indemnified Party, (C) the Indemnified Party claims indemnification may have available to it one or reimbursement hereunder. Notwithstanding the right of an Indemnified Party so to participate, the Indemnifying Party shall have the sole right to settle more defenses or otherwise dispose of such claim, demand, lawsuit counterclaims that are inconsistent with one or other Proceeding on such terms as more defenses or counterclaims that may be alleged by the Indemnifying Party, or (D) the Indemnified Party believes in its sole discretion, shall deem appropriate reasonable discretion that a conflict of interest exists between the Indemnifying Party and the Indemnified Party with respect to such Third-Party Claim or action, and in any issue involved such event the reasonable fees and expenses of such separate counsel for the Indemnified Party shall be paid by the Indemnifying Party. The Indemnified Party shall make available to the Indemnifying Party or its agents all records and other materials in such claim, the Indemnified Party's possession reasonably required by it for its use in contesting any Third-Party Claim or demand, lawsuit . (b) No Indemnified Party may settle or other Proceeding as compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnifying Party, unless (i) the Indemnifying Party shall have acknowledged fails to assume and diligently prosecuting the obligation to indemnify the Indemnified Party hereunder and the settlement is solely for cash defense of such claim or (ii) such settlement, compromise or consent includes an unconditional release of the Indemnifying Party from all liability arising out of such claim and does not contain any equitable order, judgment or term which includes any admission of wrongdoing or could result in any liability (including regulatory liability) of the Indemnifying Party or which would otherwise in any manner affect, restrain or interfere with the business of the Indemnifying Party or any Affiliate of the Indemnifying Party. An Indemnifying Party may not, without the prior written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder unless such settlement, compromise or consent includes an unconditional release of the Indemnified Party shall have declined so to participate andfrom all liability arising out of such claim and does not contain any equitable order, judgment or term which includes any admission of wrongdoing or could result in either case, any liability (including regulatory liability) of the Indemnified Party is provided a full and complete release or which would otherwise in any manner affect, restrain or interfere with the business of Claimsthe Indemnified Party or any of the Indemnified Party's Affiliates.

Notification and Defense of Claims. Any 11.3.1 A party seeking indemnification entitled to be indemnified pursuant to Section 11.1 or reimbursement for Claims hereunder 11.2 (the "“Indemnified Party"”) shall as promptly as practicable notify the party from which or parties liable for such indemnification is sought (the "“Indemnifying Party"”) upon in writing of any claim, action, lawsuit, proceeding, investigation or demand which the Indemnified Party intends has determined has given or could give rise to base a claim for right of indemnification or reimbursement hereunderunder this Agreement; provided, however, that a failure to give prompt notice or to include any specified information in any notice will not affect the failure rights or obligations of an any party hereunder except and only to the extent that, as a result of such failure, any party which was entitled to receive such notice was prejudiced as a result of such failure. Subject to the Indemnifying Party’s right to defend in good faith third party claims as hereinafter provided, the Indemnifying Party shall satisfy its obligations under this Section 11 within thirty (30) days after the receipt of written notice thereof from the Indemnified Party. 11.3.2 If the Indemnified Party to so shall notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability under this Agreement to the Indemnified Party with respect to such Claim except to the extent the Indemnifying Party is actually prejudiced or damaged by the failure to receive timely notice. In the event of any claims for indemnification claim or reimbursementdemand pursuant to Section 11.3.1, the Indemnifying Party, at its option, may assume (with legal counsel reasonably acceptable and if such claim or demand relates to the Indemnified Party) the defense of any claim, demand, lawsuit a claim or other Proceeding brought demand asserted by a third party against the Indemnified Party, which claim, demand, lawsuit or other Proceeding may give rise to the indemnity or reimbursement obligation of the Indemnifying Party hereunder, and may assert any defense of any party; provided, however, that the Indemnified Party shall have the right at its own expense to participate jointly with the Indemnifying Party in the defense of any claim, demand, lawsuit or other Proceeding in connection with which the Indemnified Party claims indemnification or reimbursement hereunder. Notwithstanding the right of an Indemnified Party so to participate, the Indemnifying Party shall have the sole right to settle defend any such claim or otherwise dispose demand asserted against the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any such claim or demand at its own expense. Without limiting the generality of the foregoing, the Indemnified Party shall not be entitled to indemnification for any fees or costs of defending any such claim or demand unless and until the Indemnifying Party elects not to assume the defense of such claim or demand. The Indemnifying Party shall notify the Indemnified Party in writing, as promptly as possible (but in any case five (5) Business Days before the due date for the answer or response to a claim, ) after the date of the notice of claim given by the Indemnified Party to the Indemnifying Party under Section 11.3.1 of its election to defend any such third party claim or demand, lawsuit or other Proceeding on such terms . So long as the Indemnifying Party is defending in good faith any such claim or demand asserted by a third party against the Indemnified Party, the Indemnified Party shall not settle or compromise such claim or demand without the prior written consent of the Indemnifying Party (which consent may be granted or withheld in the Indemnifying Party’s sole and absolute discretion), and the Indemnified Party shall make available to the Indemnifying Party or its sole discretionagents all records and other material in the Indemnified Party’s possession reasonably required by it for its use in contesting any third party claim or demand. In the event the Indemnifying Party elects to defend such claim or action, shall deem appropriate with respect to any issue involved in such claim, demand, lawsuit or other Proceeding as to which (i) the Indemnifying Party shall have acknowledged the obligation right to settle or compromise such claim or action without the consent of the Indemnified Party, provided that the terms of the settlement or compromise impose no additional obligations on the Indemnified Party with respect to the subject matter of the claim or demand for which the Indemnifying Party has not agreed to indemnify the Indemnified Party hereunder and the settlement is solely for cash or (ii) the Indemnified Party shall have declined so to participate and, in either case, the Indemnified Party is provided a full and complete release of ClaimsParty.

Notification and Defense of Claims. Any (a) A party seeking indemnification entitled to be indemnified pursuant to Section 12.1 or reimbursement for Claims hereunder Section 12.2 (the "Indemnified Party") shall as promptly as practicable notify the party from which liable for such indemnification is sought (the "Indemnifying Party") upon in writing of any claim or demand which the Indemnified Party intends has determined has given or could give rise to base a right of indemnification under this Agreement, as soon as possible after the Indemnified Party becomes aware of such claim for indemnification or reimbursement hereunderdemand; provided, however, that the Indemnified Party's failure to give such notice to the Indemnifying Party in a timely fashion shall not result in the loss of an the Indemnified Party's rights with respect thereto except to the extent the Indemnified Party is materially prejudiced by the delay. If the Indemnified Party shall notify the Indemnifying Party of any claim or demand pursuant to so notify the provisions hereof, and if such claim or demand relates to a claim or demand asserted by a third party against the Indemnified Party (a "Third Party Claim"), the Indemnifying Party shall have the obligation either (i) to pay such claim or demand, or (ii) defend any such Third Party Claim with counsel reasonably satisfactory to the Indemnified Party. After the Indemnifying Party has assumed the defense of such Third Party Claim, the Indemnifying Party shall not relieve the Indemnifying Party from any liability under this Agreement be liable to the Indemnified Party with respect to such Claim except to the extent the Indemnifying Party is actually prejudiced under this Section 12 for any legal or damaged other expenses subsequently incurred by the failure to receive timely notice. In the event of any claims for indemnification or reimbursement, the Indemnifying Party, at its option, may assume (Indemnified Party in connection with legal counsel reasonably acceptable to the Indemnified Party) the defense thereof other than reasonable costs of any claiminvestigation, demand, lawsuit or other Proceeding brought against the Indemnified Party, which claim, demand, lawsuit or other Proceeding may give rise to the indemnity or reimbursement obligation of the Indemnifying Party hereunder, and may assert any defense of any party; provided, however, provided that the Indemnified Party shall have the right to employ counsel, at its own expense the Indemnifying Party's expense, to participate jointly with represent it if (A) in the Indemnified Party's reasonable opinion the Indemnifying Party in is not diligently prosecuting the defense of any claimsuch Third Party Claim, demand(B) such Third Party Claim involves remedies other than monetary damages and such remedies, lawsuit or other Proceeding in connection with which the Indemnified Party's reasonable judgment, could have a material adverse effect on such Indemnified Party, (C) the Indemnified Party claims indemnification may have available to it one or reimbursement hereunder. Notwithstanding the right of an Indemnified Party so to participate, the Indemnifying Party shall have the sole right to settle more defenses or otherwise dispose of such claim, demand, lawsuit counterclaims that are inconsistent with one or other Proceeding on such terms as more defenses or counterclaims that may be alleged by the Indemnifying Party, or (D) the Indemnified Party believes in its sole discretion, shall deem appropriate reasonable discretion that a conflict of interest exists between the Indemnifying Party and the Indemnified Party with respect to such Third-Party Claim or action, and in any issue involved such event the reasonable fees and expenses of such separate counsel for the Indemnified Party shall be paid by the Indemnifying Party. The Indemnified Party shall make available to the Indemnifying Party or its agents all records and other materials in such claim, the Indemnified Party's possession reasonably required by it for its use in contesting any Third-Party Claim or demand, lawsuit . (b) No Indemnified Party may settle or other Proceeding as compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnifying Party, unless (i) the Indemnifying Party shall have acknowledged fails to assume and diligently prosecute the obligation to indemnify the Indemnified Party hereunder and the settlement is solely for cash defense of such claim or (ii) such settlement, compromise or consent includes an unconditional release of the Indemnifying Party from all liability arising out of such claim and does not contain any equitable order, judgment or term which includes any admission of wrongdoing or could result in any liability (including regulatory liability) of the Indemnifying Party or which would otherwise in any manner affect, restrain or interfere with the business of the Indemnifying Party or any Affiliate of the Indemnifying Party. An Indemnifying Party may not, without the prior written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder unless such settlement, compromise or consent includes an unconditional release of the Indemnified Party shall have declined so to participate andfrom all liability arising out of such claim and does not contain any equitable order, judgment or term which includes any admission of wrongdoing or could result in either case, any liability (including regulatory liability) of the Indemnified Party is provided a full and complete release or which would otherwise in any manner affect, restrain or interfere with the business of Claimsthe Indemnified Party or any of the Indemnified Party's Affiliates.

Notification and Defense of Claims. Any (a) A party seeking indemnification or reimbursement for Claims hereunder entitled to be indemnified pursuant to this Article XI (the "“Indemnified Party"”) shall as promptly as practicable notify the party from which liable for such indemnification is sought (the "“Indemnifying Party"”) upon in writing of any claim or demand which the Indemnified Party intends has determined has given or could give rise to base a right of indemnification under this Agreement, as soon as possible after the Indemnified Party becomes aware of such claim for indemnification or reimbursement hereunderdemand; provided, howeverthat, that the Indemnified Party’s failure of an Indemnified Party to so notify give such notice to the Indemnifying Party in a timely fashion shall not relieve result in the Indemnifying Party from any liability under this Agreement to loss of the Indemnified Party Party’s rights with respect to such Claim thereto except to the extent the Indemnifying Party is actually materially prejudiced or damaged by the failure to receive timely notice. In delay. (b) If the event Indemnified Party shall notify the Indemnifying Party of any claims for indemnification claim or reimbursementdemand pursuant to the provisions hereof, and if such claim or demand relates to a claim or demand asserted by a third party against the Indemnified Party (a “Third Party Claim”), the Indemnifying PartyParty shall have the obligation either (i) to pay such claim or demand, at its option, may assume or (ii) defend any such Third Party Claim with legal counsel reasonably acceptable satisfactory to the Indemnified Party) . After the Indemnifying Party has assumed the defense of any claimsuch Third Party Claim, demand, lawsuit or other Proceeding brought against the Indemnified Party, which claim, demand, lawsuit or other Proceeding may give rise to the indemnity or reimbursement obligation of the Indemnifying Party hereundershall not be liable to the Indemnified Party under this Article XI for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation, and may assert any defense of any party; provided, however, provided that the Indemnified Party shall have the right to employ counsel, at its own expense the Indemnifying Party’s expense, to participate jointly with represent it if (A) in the Indemnified Party’s reasonable opinion the Indemnifying Party in is not diligently prosecuting the defense of any claimsuch Third Party Claim, demand(B) such Third Party Claim involves remedies other than monetary damages and such remedies, lawsuit or other Proceeding in connection with which the Indemnified Party’s reasonable judgment, could have a Material Adverse Effect on such Indemnified Party, (C) the Indemnified Party claims indemnification may have available to it one or reimbursement hereunder. Notwithstanding the right of an Indemnified Party so to participate, the Indemnifying Party shall have the sole right to settle more defenses or otherwise dispose of such claim, demand, lawsuit counterclaims that are inconsistent with one or other Proceeding on such terms as more defenses or counterclaims that may be alleged by the Indemnifying Party, or (D) the Indemnified Party believes in its sole discretion, shall deem appropriate reasonable discretion that a conflict of interest exists between the Indemnifying Party and the Indemnified Party with respect to such Third-Party Claim or action, and in any issue involved such event the reasonable fees and expenses of such separate counsel for the Indemnified Party shall be paid by the Indemnifying Party. The Indemnified Party shall make available to the Indemnifying Party or its agents all records and other materials in such claim, the Indemnified Party’s possession reasonably required by it for its use in contesting any Third-Party Claim or demand, lawsuit . (c) No Indemnified Party may settle or other Proceeding as compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnifying Party, unless (i) the Indemnifying Party shall have acknowledged fails to assume and diligently prosecute the obligation to indemnify the Indemnified Party hereunder and the settlement is solely for cash defense of such claim or (ii) such settlement, compromise or consent includes an unconditional release of the Indemnifying Party from all liability arising out of such claim and does not contain any equitable order, judgment or term which includes any admission of wrongdoing or could result in any liability (including regulatory liability) of the Indemnifying Party or which would otherwise in any manner affect, restrain or interfere with the business of the Indemnifying Party or any Affiliate of the Indemnifying Party. An Indemnifying Party may not, without the prior written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder unless such settlement, compromise or consent includes an unconditional release of the Indemnified Party shall have declined so to participate andfrom all liability arising out of such claim and does not contain any equitable order, judgment or term which includes any admission of wrongdoing or could result in either case, any liability (including regulatory liability) of the Indemnified Party is provided a full and complete release or which would otherwise in any manner affect, restrain or interfere with the business of Claimsthe Indemnified Party or any of the Indemnified Party’s Affiliates.

Notification and Defense of Claims. Any (i) As used in this Section, any party seeking indemnification or reimbursement for Claims hereunder (the pursuant to this Section is referred to as an "Indemnified Party") shall as promptly as practicable notify the indemnified party" and any party from which such whom indemnification is sought (pursuant to this Section is referred to and as "indemnifying party". An indemnified party which proposes to assert the "Indemnifying Party") upon right to be indemnified under this Section shall submit a written demand for indemnification setting forth in summary form the facts as known which form the Indemnified Party intends basis for the claim for indemnification. In order for an indemnified party to base be entitled to any indemnification provided hereunder in respect of, arising out of, or involving a claim for indemnification or reimbursement hereundermade by any third party against any indemnified party, the indemnified party must notify the indemnifying party in writing of such claim within twenty (20) days after receipt by the indemnified party of written notice of such claim, enclosing a copy of all papers served; provided, however, that the failure of an Indemnified Party to so notify the Indemnifying Party indemnifying party of such claim shall not relieve the Indemnifying Party indemnifying party from any liability under this Agreement which it may have to the Indemnified Party with respect to such Claim indemnified party, except to the extent that the Indemnifying Party indemnifying party is actually prejudiced thereby. With regard to any claim made for indemnification because of any breach of representation or damaged warranty, written notice of such claim must be delivered within the Claims Period specified in Section 9.1(a). Thereafter, the indemnified party shall deliver to the indemnifying party, within twenty (20) days after receipt by the failure indemnified party, copies of all further notices relating to receive timely noticesuch claim. (ii) If a third-party claim is made for which an indemnified party is entitled to indemnification pursuant to Section 9.1(b) and if the amount claimed pursuant to such third-party claim, or the potential liability arising out of such third-party claim (in the judgment of the indemnified party), does not, after taking into account all other indemnification obligations of the indemnifying party pursuant to Section 9.1(b), exceed the indemnifying party's maximum indemnification obligation pursuant to Sections 9.1(b) and 9.1(e), then the indemnifying party shall be entitled, if the indemnifying party so chooses, and provided that the indemnifying party acknowledges the indemnifying party's obligation to indemnify the indemnified party, to assume primary responsibility for the defense of such claim with counsel selected by the indemnifying party and not reasonably objected to by the indemnified party. In If the indemnifying party assumes the defense of a third-party claim as set forth in this paragraph, or does not assume the defense of a third-party claim but acknowledges its obligation to indemnify the indemnified party, then in no event of shall the indemnified party admit any claims for indemnification liability with respect to, or reimbursementsettle, compromise or discharge, any such claim without the Indemnifying Party, at its option, may indemnifying party's prior written consent. If the indemnifying party does not assume (with legal counsel reasonably acceptable to the Indemnified Party) the defense of any claimsuch claim and does not acknowledge its obligation to indemnify the indemnified party, demandthen the indemnified party may defend such claim in a manner as it may deem appropriate (including, lawsuit or other Proceeding brought against the Indemnified Partybut not limited to, which claim, demand, lawsuit or other Proceeding may give rise to the indemnity or reimbursement obligation of the Indemnifying Party hereunder, and may assert any defense of any party; provided, however, that the Indemnified Party shall have the right at its own expense to participate jointly with the Indemnifying Party in the defense of any claim, demand, lawsuit or other Proceeding in connection with which the Indemnified Party claims indemnification or reimbursement hereunder. Notwithstanding the right of an Indemnified Party so to participate, the Indemnifying Party shall have the sole right to settle or otherwise dispose of settling such claim, demand, lawsuit or other Proceeding claim on such terms as the Indemnifying Partyindemnified party may deem appropriate). (iii) If a third-party claim is made for which an indemnified party is entitled to indemnification pursuant to Section 9.1(b) and if the amount claimed pursuant to such third-party claim, or the potential liability arising out of such third-party claim (in the judgment of the indemnified party), after taking into account all other indemnification obligations of the indemnifying party pursuant to Section 9.1(b), exceeds the indemnifying party's maximum indemnification obligations pursuant to Sections 9.1(b) and 9.1(e), then, provided that the indemnifying party has acknowledged the indemnifying party's obligation to indemnify the indemnified party, the indemnifying party and the indemnified party shall jointly assume responsibility for, and shall cooperate in, the defense of such claim, except that either party may agree to allow the other party to assume primary responsibility for such defense. In the event that the indemnifying party and the indemnified party are jointly defending any such claim, neither the indemnifying party nor the indemnified party shall admit any liability with respect to, or settle, compromise or discharge, any such claim without the other party's prior written consent. If the indemnifying party does not acknowledge its sole discretionobligation to indemnify the indemnified party, shall then the indemnified party may defend such claim in a manner it may deem appropriate (including, but not limited to, settling such claim on such terms as the indemnified party may deem appropriate). (iv) In the event that the indemnifying party has acknowledged its obligation to indemnify the indemnified party with respect to a third-party claim under either of subsections 9.1(d)(ii) or 9.1(d)(iii) and, subsequent to acknowledging its obligation new facts are discovered such that the indemnifying party in good faith no longer believes it has an obligation to indemnify the indemnified party, then the indemnifying party shall promptly so notify the indemnified party that it is withdrawing its prior acknowledgement of an obligation to indemnify. Upon receipt of such a notice, to the extent the indemnifying party has assumed primary responsibility for the defense of such third-party claim or the indemnifying party and the indemnified party are jointly defending such claim, the parties shall cooperate and take all reasonable actions necessary to cause the indemnified party to assume primary responsibility for the defense of such claim and the indemnified party may thereafter defend such claim in a manner as it may deem appropriate (including, but not limited to, settling such claim on such terms as the indemnified party may claim appropriate). (v) In the event that any claim for indemnification is made with respect to any issue involved in third-party claim pursuant to this Section 9.1(d), (A) the party assuming primary responsibility for the defense of such claim shall at all times keep the other party informed as to the status of such claim, demand, lawsuit or other Proceeding as to which (iB) the Indemnifying Party party not primarily responsible for the defense of such claim shall have acknowledged cooperate fully with the obligation to indemnify the Indemnified Party hereunder other party in connection with such defense and the settlement is solely for cash or (iiC) the Indemnified Party party not primarily responsible for the defense of such claim shall have declined so be entitled to participate andin, in either casebut not control, the Indemnified Party is provided a full and complete release defense of Claimssuch claim with its own counsel at its own expense.

Notification and Defense of Claims. Any (a) If any party seeking indemnification is entitled to be indemnified pursuant to Section 8.2 or reimbursement for Claims hereunder Section 8.3 (the "“Indemnified Party") ”), the Indemnified Party shall as promptly as practicable notify the party from which liable for such indemnification is sought (the "“Indemnifying Party") upon ”), in writing, of any claim or demand which the Indemnified Party intends has determined has given or could give rise to base a right of indemnification under this Agreement, as soon as possible after the Indemnified Party becomes aware of such claim or demand; provided that, the Indemnified Party’s failure to give such notice to the Seller Parties in a timely fashion shall not result in the loss of the Indemnified Party’s rights with respect thereto except to the extent (x) the Indemnifying Party is materially prejudiced by the delay or (y) such notice relates to indemnification for breach of or misrepresentation associated with any Fundamental Representations or Surviving Representations and same is received more than ninety (90) days after the expiration of the survival period specified in Section 8.1. (b) If the Indemnified Party shall duly and timely notify the Indemnifying Party of any claim or demand pursuant to the provisions hereof, and if such claim or demand relates to a claim for indemnification or reimbursement hereunder; provided, however, that demand asserted by a third party against the failure of an Indemnified Party (a “Third Party Claim”), the Indemnifying Party shall have the obligation either (i) to so notify promptly pay such claim or demand, or (ii) defend any such Third Party Claim with counsel reasonably satisfactory to the Indemnified Party. After the Indemnifying Party has assumed the defense of such Third Party Claim, the Indemnifying Party shall not relieve the Indemnifying Party from any liability under this Agreement be liable to the Indemnified Party with respect to such Claim except to the extent the Indemnifying Party is actually prejudiced under this Section 8.4 for any legal or damaged other expenses subsequently incurred by the failure to receive timely notice. In the event of any claims for indemnification or reimbursement, the Indemnifying Party, at its option, may assume (Indemnified Party in connection with legal counsel reasonably acceptable to the Indemnified Party) the defense thereof other than reasonable costs of any claiminvestigation, demand, lawsuit or other Proceeding brought against the Indemnified Party, which claim, demand, lawsuit or other Proceeding may give rise to the indemnity or reimbursement obligation of the Indemnifying Party hereunder, and may assert any defense of any party; provided, however, provided that the Indemnified Party shall have the right to employ counsel, at its own expense the Indemnifying Party’s expense, to participate jointly with represent it if (A) in the Indemnified Party’s reasonable opinion the Indemnifying Party in is not diligently prosecuting the defense of any claimsuch Third Party Claim, demand, lawsuit or other Proceeding in connection with which (B) such Third Party Claim involves remedies against the Indemnified Party claims indemnification or reimbursement hereunder. Notwithstanding other than monetary damages and such remedies, in the right of an Indemnified Party’s reasonable judgment, could have a material adverse effect on such Indemnified Party, (C) the Indemnified Party so may have available to participate, the Indemnifying Party shall have the sole right to settle it one or otherwise dispose of such claim, demand, lawsuit more defenses or other Proceeding on such terms as counterclaims that are inconsistent with one or more defenses or counterclaims that may be alleged by the Indemnifying Party, in its sole discretion, shall deem appropriate with respect to any issue involved in such claim, demand, lawsuit or other Proceeding as to which (i) the Indemnifying Party shall have acknowledged the obligation to indemnify the Indemnified Party hereunder and the settlement is solely for cash or (iiD) the Indemnified Party shall have declined so to participate and, believes in either case, its reasonable discretion that a conflict of interest exists between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim or action, and in any such event the reasonable fees and expenses of such separate counsel for the Indemnified Party shall be paid by the Indemnifying Party. (c) No Indemnifying Party may, without the prior written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is provided a full and complete being sought hereunder unless such settlement, compromise or consent includes an unconditional release of Claimsthe Indemnified Party from all liability arising out of such claim and does not contain any equitable order, judgment or term which includes any admission of wrongdoing or could result in any liability (including regulatory liability) of the Indemnified Party or which would otherwise in any manner affect, restrain or interfere with the business of the Indemnified Party or any of the Indemnified Party’s Affiliates.

Notification and Defense of Claims. Any (a) A party seeking indemnification entitled to be indemnified pursuant to Section 8.3 or reimbursement for Claims hereunder Section 8.4 (the "Indemnified Party") shall as promptly as practicable notify the party from which liable for such indemnification is sought (the "Indemnifying Party") upon in writing of any claim or demand which the Indemnified Party intends has determined has given or could give rise to base a right of indemnification under this Agreement, as soon as possible after the Indemnified Party becomes aware of such claim for indemnification or reimbursement hereunderdemand; provided, however, that the Indemnified Party's failure to give such notice to the Indemnifying Party in a timely fashion shall not result in the loss of an the Indemnified Party's rights with respect thereto except to the extent the indemnified Party is prejudiced by the delay. (b) If the Indemnified Party shall notify the Indemnifying Party of any claim or demand pursuant to Section 8.5(a), and if such claim or demand relates to a claim or demand asserted by a third party against the Indemnified Party (a "Third Party Claim"), the Indemnifying Party shall have the obligation to either (i) pay such claim or demand, or (ii) employ counsel reasonably satisfactory to the Indemnified Party to so notify defend any such Third Party Claim asserted against the Indemnified Party. After the Indemnifying Party has given notice to the Indemnified Party of the Indemnifying Party's election to assume the defense of such Third Party Claim, the Indemnifying Party shall not relieve the Indemnifying Party from any liability under this Agreement be liable to the Indemnified Party with respect to such Claim except to the extent the Indemnifying Party is actually prejudiced under this Article VIII for any legal or damaged other expenses subsequently incurred by the failure to receive timely notice. In the event of any claims for indemnification or reimbursement, the Indemnifying Party, at its option, may assume (Indemnified Party in connection with legal counsel reasonably acceptable to the Indemnified Party) the defense thereof other than reasonable costs of any claiminvestigation, demand, lawsuit or other Proceeding brought against the Indemnified Party, which claim, demand, lawsuit or other Proceeding may give rise to the indemnity or reimbursement obligation of the Indemnifying Party hereunder, and may assert any defense of any party; provided, however, provided that the Indemnified Party shall have the right at its own expense to participate jointly with employ counsel to represent it if (w) the Indemnifying Party in is not diligently prosecuting the defense of any claimsuch Third Party Claim, demand(x) such Third Party Claim involves remedies other than monetary damages and such remedies, lawsuit or other Proceeding in connection with which the Indemnified Party's reasonable judgment, could have a material adverse effect on such Indemnified Party, (y) the Indemnified Party claims indemnification may have available to it one or reimbursement hereunder. Notwithstanding the right of an Indemnified Party so to participate, more defenses or counterclaims that are inconsistent with one or more defenses or counterclaims that may be alleged by the Indemnifying Party or (z) a conflict of interest exists between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim, and in any such event the necessary and reasonable fees and expenses of such separate counsel for the Indemnified Party shall have be paid by the sole right Indemnifying Party. The Indemnifying Party shall notify the Indemnified Party in writing, as promptly as possible (but in any case before the due date for the answer or response to a claim) after the date of the notice of claim given by the Indemnified Party to the Indemnifying Party under Section 8.5(a) of its election to defend any such third party claim or demand. So long as the Indemnifying Party is defending in good faith any such claim or demand asserted by a third party against the Indemnified Party, the Indemnified Party shall not settle or otherwise dispose compromise such claim or demand. The Indemnified Party shall make available to the Indemnifying Party or its agents all records and other materials in the Indemnified Party's possession reasonably required by it for its use in contesting any third party claim or demand. (c) No Indemnified Party may settle or compromise any claim or consent to the entry of such claim, demand, lawsuit or other Proceeding on such terms as any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnifying Party, in its sole discretion, shall deem appropriate with respect to any issue involved in such claim, demand, lawsuit or other Proceeding as to which unless (i) the Indemnifying Party shall have acknowledged fails to assume and maintain the obligation defense of such claim pursuant to indemnify the Indemnified Party hereunder and the settlement is solely for cash Section 8.5(b) or (ii) such settlement, compromise or consent includes an unconditional release of the Indemnifying Party from all liability arising out of such claim and does not contain any equitable order, judgment or term which includes any admission of wrongdoing or could result in any liability (including regulatory liability) of the Indemnifying Party or which would otherwise in any manner affect, restrain or interfere with the business of the Indemnifying Party or any Affiliate of the Indemnifying Party. An Indemnifying Party may not, without the prior written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder unless such settlement, compromise or consent includes an unconditional release of the Indemnified Party shall have declined so to participate andfrom all liability arising out of such claim and does not contain any equitable order, judgment or term which includes any admission of wrongdoing or could result in either case, any liability (including regulatory liability) of the Indemnified Party is provided a full and complete release or which would otherwise in any manner affect, restrain or interfere with the business of Claimsthe Indemnified Party or any of the Indemnified Party's Affiliates.

Notification and Defense of Claims. Any (a) A party seeking indemnification or reimbursement for Claims hereunder entitled to be indemnified pursuant to this Article XI (the "Indemnified Party") shall as promptly as practicable notify the party from which liable for such indemnification is sought (the "Indemnifying Party") upon in writing of any claim or demand which the Indemnified Party intends has determined has given or could give rise to base a right of indemnification under this Agreement, as soon as possible after the Indemnified Party becomes aware of such claim for indemnification or reimbursement hereunderdemand; provided, howeverthat, that the Indemnified Party's failure of an Indemnified Party to so notify give such notice to the Indemnifying Party in a timely fashion shall not relieve result in the Indemnifying Party from any liability under this Agreement to loss of the Indemnified Party Party's rights with respect to such Claim thereto except to the extent the Indemnifying Party is actually materially prejudiced or damaged by the failure to receive timely notice. In delay. (b) If the event Indemnified Party shall notify the Indemnifying Party of any claims for indemnification claim or reimbursementdemand pursuant to the provisions hereof, and if such claim or demand relates to a claim or 34 demand asserted by a third party against the Indemnified Party (a "Third Party Claim"), the Indemnifying PartyParty shall have the obligation either (i) to pay such claim or demand, at its option, may assume or (ii) defend any such Third Party Claim with legal counsel reasonably acceptable satisfactory to the Indemnified Party) . After the Indemnifying Party has assumed the defense of any claimsuch Third Party Claim, demand, lawsuit or other Proceeding brought against the Indemnified Party, which claim, demand, lawsuit or other Proceeding may give rise to the indemnity or reimbursement obligation of the Indemnifying Party hereundershall not be liable to the Indemnified Party under this Article XI for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation, and may assert any defense of any party; provided, however, provided that the Indemnified Party shall have the right to employ counsel, at its own expense the Indemnifying Party's expense, to participate jointly with represent it if (A) in the Indemnified Party's reasonable opinion the Indemnifying Party in is not diligently prosecuting the defense of any claimsuch Third Party Claim, demand(B) such Third Party Claim involves remedies other than monetary damages and such remedies, lawsuit or other Proceeding in connection with which the Indemnified Party's reasonable judgment, could have a Material Adverse Effect on such Indemnified Party, (C) the Indemnified Party claims indemnification may have available to it one or reimbursement hereunder. Notwithstanding the right of an Indemnified Party so to participate, the Indemnifying Party shall have the sole right to settle more defenses or otherwise dispose of such claim, demand, lawsuit counterclaims that are inconsistent with one or other Proceeding on such terms as more defenses or counterclaims that may be alleged by the Indemnifying Party, or (D) the Indemnified Party believes in its sole discretion, shall deem appropriate reasonable discretion that a conflict of interest exists between the Indemnifying Party and the Indemnified Party with respect to such Third‑Party Claim or action, and in any issue involved such event the reasonable fees and expenses of such separate counsel for the Indemnified Party shall be paid by the Indemnifying Party. The Indemnified Party shall make available to the Indemnifying Party or its agents all records and other materials in such claim, the Indemnified Party's possession reasonably required by it for its use in contesting any Third‑Party Claim or demand, lawsuit . (c) No Indemnified Party may settle or other Proceeding as compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnifying Party, unless (i) the Indemnifying Party shall have acknowledged fails to assume and diligently prosecute the obligation to indemnify the Indemnified Party hereunder and the settlement is solely for cash defense of such claim or (ii) such settlement, compromise or consent includes an unconditional release of the Indemnifying Party from all liability arising out of such claim and does not contain any equitable order, judgment or term which includes any admission of wrongdoing or could result in any liability (including regulatory liability) of the Indemnifying Party or which would otherwise in any manner affect, restrain or interfere with the business of the Indemnifying Party or any Affiliate of the Indemnifying Party. An Indemnifying Party may not, without the prior written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder unless such settlement, compromise or consent includes an unconditional release of the Indemnified Party shall have declined so to participate andfrom all liability arising out of such claim and does not contain any equitable order, judgment or term which includes any admission of wrongdoing or could result in either case, any liability (including regulatory liability) of the Indemnified Party is provided a full and complete release or which would otherwise in any manner affect, restrain or interfere with the business of Claimsthe Indemnified Party or any of the Indemnified Party's Affiliates.