Common use of Notification and Defense of Claims Clause in Contracts

Notification and Defense of Claims. 10.3.1 A party entitled to be indemnified pursuant to Section 10.1 or 10.2 (the “Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim, action, lawsuit, proceeding, investigation or demand which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement; provided, however, that a failure to give prompt notice or to include any specified information in any notice will not affect the rights or obligations of 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 shall notify the Indemnifying Party of any claim or demand pursuant to Section 10.3.1, and if such claim or demand relates to a claim or demand asserted by a third party against the Indemnified Party, the Indemnifying Party shall have the right to defend any such claim or 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. 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 agents 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, the Indemnifying Party shall have the 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.

Notification and Defense of Claims. 10.3.1 (a) A party entitled to be indemnified pursuant to Section 10.1 12.1 or 10.2 Section 12.2 (the “"Indemnified Party”") shall promptly notify the party or parties liable for such indemnification (the “"Indemnifying Party”") in writing of any claim, action, lawsuit, proceeding, investigation claim or demand which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, as soon as possible after the Indemnified Party becomes aware of such claim or demand; provided, however, that a the Indemnified Party's failure to give prompt such notice or to include any specified information the Indemnifying Party in any notice will a timely fashion shall not affect result in the loss of the Indemnified Party's rights or obligations of any party hereunder with respect thereto 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 Party is materially prejudiced by the delay. If the Indemnified Party shall notify the Indemnifying Party of any claim or demand pursuant to Section 10.3.1the provisions hereof, and if such claim or demand relates to a claim or demand asserted by a third party against the Indemnified PartyParty (a "Third Party Claim"), the Indemnifying Party shall have the right obligation either (i) to pay such claim or demand, or (ii) defend any such claim or demand asserted against Third Party Claim with counsel reasonably satisfactory to the Indemnified Party. The After the Indemnifying Party has assumed the defense of such Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party under this Section 12 for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation, provided that the Indemnified Party shall have the right to participate employ counsel, at the Indemnifying Party's expense, to represent it if (A) in the Indemnified Party's reasonable opinion the Indemnifying Party is not diligently prosecuting the defense of such Third Party Claim, (B) such Third Party Claim involves remedies other than monetary damages and such remedies, in the Indemnified Party's reasonable judgment, could have a material adverse effect on such Indemnified Party, (C) the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more defenses or counterclaims that may be alleged by the Indemnifying Party, or (D) the Indemnified Party believes in 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 claim or demand at its own expense. Without limiting event the generality reasonable fees and expenses of the foregoing, such separate counsel for 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 paid 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. 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 . The Indemnified Party shall make available to the Indemnifying Party or its agents all records and other material materials in the Indemnified Party’s 's possession reasonably required by it for its use in contesting any third party Third-Party Claim or demand. (b) No Indemnified Party may settle or compromise any claim or demand. In consent to the event 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 elects fails to defend assume and diligently prosecute the defense of such claim or action(ii) such settlement, compromise or consent includes an unconditional release of the Indemnifying Party shall have the right to settle or compromise from all liability arising out of such claim and does not contain any equitable order, judgment or action 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, provided that the terms of the settlement settle or compromise impose no additional obligations on 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 with respect to the subject matter 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 claim Indemnified Party or demand for which would otherwise in any manner affect, restrain or interfere with the Indemnifying business of the Indemnified Party has not agreed to indemnify or any of the Indemnified Party's Affiliates.

Notification and Defense of Claims. 10.3.1 (a) A party entitled to be indemnified pursuant to Section 10.1 12.1 or 10.2 Section 12.2 (the “"Indemnified Party”") shall promptly notify the party or parties liable for such indemnification (the “"Indemnifying Party”") in writing of any claim, action, lawsuit, proceeding, investigation claim or demand which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, as soon as possible after the Indemnified Party becomes aware of such claim or demand; provided, however, that a the Indemnified Party's failure to give prompt such notice or to include any specified information the Indemnifying Party in any notice will a timely fashion shall not affect result in the loss of the Indemnified Party's rights or obligations of any party hereunder with respect thereto 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 Party is materially prejudiced by the delay. If the Indemnified Party shall notify the Indemnifying Party of any claim or demand pursuant to Section 10.3.1the provisions hereof, and if such claim or demand relates to a claim or demand asserted by a third party against the Indemnified PartyParty (a "Third Party Claim"), the Indemnifying Party shall have the right obligation either (i) to pay such claim or demand, or (ii) defend any such claim or demand asserted against Third Party Claim with counsel reasonably satisfactory to the Indemnified Party. The After the Indemnifying Party has assumed the defense of such Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party under this Section 12.3 for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation, provided that the Indemnified Party shall have the right to participate employ counsel, at the Indemnifying Party's expense, to represent it if (A) 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 Party's reasonable opinion the Indemnifying Party elects is not to assume diligently prosecuting the defense of such claim or demand. The Indemnifying Third Party shall notify Claim, (B) such Third Party Claim involves remedies other than monetary damages and such remedies, in the Indemnified Party's reasonable judgment, could have a material adverse effect on such Indemnified Party, (C) the Indemnified Party in writingmay have available to it one or more defenses or counterclaims that are inconsistent with one or more defenses or counterclaims that may be alleged by the Indemnifying Party, as promptly as possible or (but in any case five (5D) 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 believes in its reasonable discretion that a conflict of interest exists between the Indemnifying Party under Section 10.3.1 of its election and the Indemnified Party with respect to defend any such third party claim or demand. So long as the Indemnifying Party is defending action, and in good faith any such claim or demand asserted by a third party against event the Indemnified Party, reasonable fees and expenses of such separate counsel for 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 paid by the Indemnifying Party’s sole and absolute discretion), and the . The Indemnified Party shall make available to the Indemnifying Party or its agents all records and other material materials in the Indemnified Party’s '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, the Indemnifying Party shall have the 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.

Notification and Defense of Claims. 10.3.1 (a) A party entitled to be indemnified pursuant to Section 10.1 8.3 or 10.2 Section 8.4 (the “"Indemnified Party”") shall promptly notify the party or parties liable for such indemnification (the “"Indemnifying Party”") in writing of any claim, action, lawsuit, proceeding, investigation claim or demand which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, as soon as possible after the Indemnified Party becomes aware of such claim or demand; provided, however, that a the Indemnified Party's failure to give prompt such notice or to include any specified information the Indemnifying Party in any notice will a timely fashion shall not affect result in the loss of the Indemnified Party's rights or obligations of any party hereunder with respect thereto except and only to the extent that, as a result of such failure, any party which was entitled to receive such notice was the indemnified Party is prejudiced as a result of such failure. Subject to by 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 Partydelay. 10.3.2 (b) If the Indemnified Party shall notify the Indemnifying Party of any claim or demand pursuant to Section 10.3.18.5(a), and if such claim or demand relates to a claim or demand asserted by a third party against the Indemnified PartyParty (a "Third Party Claim"), the Indemnifying Party shall have the right obligation to either (i) pay such claim or demand, or (ii) employ counsel reasonably satisfactory to the Indemnified Party to defend any such claim or demand Third Party Claim asserted against the Indemnified Party. The 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 be liable to the Indemnified Party under this Article VIII for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation, provided that the Indemnified Party shall have the right to participate in employ counsel to represent it if (w) the Indemnifying Party is not diligently prosecuting the defense of such Third Party Claim, (x) such Third Party Claim involves remedies other than monetary damages and such remedies, in the Indemnified Party's reasonable judgment, could have a material adverse effect on such Indemnified Party, (y) the Indemnified Party may have available to it one or 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 claim or demand at its own expense. Without limiting event the generality necessary and reasonable fees and expenses of the foregoing, such separate counsel for the Indemnified Party shall not be entitled to indemnification for any fees or costs of defending any such claim or demand unless and until paid by the Indemnifying Party elects not to assume the defense of such claim or demandParty. 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 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 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 demand. The Indemnified Party shall make available to the Indemnifying Party or its agents all records and other material materials in the Indemnified Party’s 's possession reasonably required by it for its use in contesting any third party claim or demand. In . (c) No Indemnified Party may settle or compromise any claim or consent to the event 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 elects fails to defend assume and maintain the defense of such claim pursuant to Section 8.5(b) or action(ii) such settlement, compromise or consent includes an unconditional release of the Indemnifying Party shall have the right to settle or compromise from all liability arising out of such claim and does not contain any equitable order, judgment or action 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, provided that the terms of the settlement settle or compromise impose no additional obligations on 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 with respect to the subject matter 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 claim Indemnified Party or demand for which would otherwise in any manner affect, restrain or interfere with the Indemnifying business of the Indemnified Party has not agreed to indemnify or any of the Indemnified Party's Affiliates.

Notification and Defense of Claims. 10.3.1 (a) A party entitled to be indemnified pursuant to Section 10.1 or 10.2 this Article XI (the “Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim, action, lawsuit, proceeding, investigation claim or demand which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, as soon as possible after the Indemnified Party becomes aware of such claim or demand; provided, howeverthat, that a the Indemnified Party’s failure to give prompt such notice or to include any specified information the Indemnifying Party in any notice will a timely fashion shall not affect result in the loss of the Indemnified Party’s rights or obligations of any party hereunder with respect thereto 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 is materially prejudiced by the receipt of written notice thereof from the Indemnified Partydelay. 10.3.2 (b) If the Indemnified Party shall notify the Indemnifying Party of any claim or demand pursuant to Section 10.3.1the provisions hereof, and if such claim or demand relates to a claim or demand asserted by a third party against the Indemnified PartyParty (a “Third Party Claim”), the Indemnifying Party shall have the right obligation either (i) to pay such claim or demand, or (ii) defend any such claim or demand asserted against Third Party Claim with counsel reasonably satisfactory to the Indemnified Party. The After the Indemnifying Party has assumed the defense of such Third Party Claim, the Indemnifying Party shall 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, provided that the Indemnified Party shall have the right to participate employ counsel, at the Indemnifying Party’s expense, to represent it if (A) in the Indemnified Party’s reasonable opinion the Indemnifying Party is not diligently prosecuting the defense of such Third Party Claim, (B) such Third Party Claim involves remedies other than monetary damages and such remedies, in the Indemnified Party’s reasonable judgment, could have a Material Adverse Effect on such Indemnified Party, (C) the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more defenses or counterclaims that may be alleged by the Indemnifying Party, or (D) the Indemnified Party believes in 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 claim or demand at its own expense. Without limiting event the generality reasonable fees and expenses of the foregoing, such separate counsel for 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 paid 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. 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 . The Indemnified Party shall make available to the Indemnifying Party or its agents all records and other material materials in the Indemnified Party’s possession reasonably required by it for its use in contesting any third party Third-Party Claim or demand. (c) No Indemnified Party may settle or compromise any claim or demand. In consent to the event 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 elects fails to defend assume and diligently prosecute the defense of such claim or action(ii) such settlement, compromise or consent includes an unconditional release of the Indemnifying Party shall have the right to settle or compromise from all liability arising out of such claim and does not contain any equitable order, judgment or action 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, provided that the terms of the settlement settle or compromise impose no additional obligations on 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 with respect to the subject matter 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 claim Indemnified Party or demand for which would otherwise in any manner affect, restrain or interfere with the Indemnifying business of the Indemnified Party has not agreed to indemnify or any of the Indemnified Party’s Affiliates.

Notification and Defense of Claims. 10.3.1 A (a) If any party is entitled to be indemnified pursuant to Section 10.1 8.2 or 10.2 Section 8.3 (the “Indemnified Party”) ), the Indemnified Party shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) ), in writing writing, of any claim, action, lawsuit, proceeding, investigation claim or demand which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, as soon as possible after the Indemnified Party becomes aware of such claim or demand; providedprovided that, however, that a the Indemnified Party’s failure to give prompt such notice or to include any specified information the Seller Parties in any notice will a timely fashion shall not affect result in the loss of the Indemnified Party’s rights or obligations of any party hereunder with respect thereto 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, (x) the Indemnifying Party shall satisfy its obligations under this Section 10 within thirty is materially prejudiced by the delay or (30y) 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 receipt expiration of written notice thereof from the Indemnified Partysurvival period specified in Section 8.1. 10.3.2 (b) If the Indemnified Party shall duly and timely notify the Indemnifying Party of any claim or demand pursuant to Section 10.3.1the provisions hereof, and if such claim or demand relates to a claim or demand asserted by a third party against the Indemnified PartyParty (a “Third Party Claim”), the Indemnifying Party shall have the right obligation either (i) to promptly pay such claim or demand, or (ii) defend any such claim or demand asserted against Third Party Claim with counsel reasonably satisfactory to the Indemnified Party. The After the Indemnifying Party has assumed the defense of such Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party under this Section 8.4 for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation, provided that the Indemnified Party shall have the right to participate employ counsel, at the Indemnifying Party’s expense, to represent it if (A) in the Indemnified Party’s reasonable opinion the Indemnifying Party is not diligently prosecuting the defense of such Third Party Claim, (B) such Third Party Claim involves remedies against the Indemnified Party other than monetary damages and such remedies, in the Indemnified Party’s reasonable judgment, could have a material adverse effect on such Indemnified Party, (C) the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more defenses or counterclaims that may be alleged by the Indemnifying Party, or (D) the Indemnified Party believes in 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 claim or demand at its own expense. Without limiting event the generality reasonable fees and expenses of the foregoing, such separate counsel for the Indemnified Party shall not be entitled to indemnification for any fees or costs of defending any such claim or demand unless and until paid by the Indemnifying Party elects not to assume the defense of such claim or demand. The Party. (c) No Indemnifying Party shall notify the Indemnified Party in writingmay, 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. 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 (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 may be granted or withheld in the Indemnifying Party’s sole and absolute discretion), and includes an unconditional release of the Indemnified Party shall make available to 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 Indemnified Party or its agents all records and other material which would otherwise in any manner affect, restrain or interfere with the business of the Indemnified Party or any of 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, the Indemnifying Party shall have the 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 PartyAffiliates.

Notification and Defense of Claims. 10.3.1 (a) A party entitled to be indemnified pursuant to Section 10.1 or 10.2 this Article XI (the “"Indemnified Party”") shall promptly notify the party or parties liable for such indemnification (the “"Indemnifying Party”") in writing of any claim, action, lawsuit, proceeding, investigation claim or demand which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, as soon as possible after the Indemnified Party becomes aware of such claim or demand; provided, howeverthat, that a the Indemnified Party's failure to give prompt such notice or to include any specified information the Indemnifying Party in any notice will a timely fashion shall not affect result in the loss of the Indemnified Party's rights or obligations of any party hereunder with respect thereto 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 is materially prejudiced by the receipt of written notice thereof from the Indemnified Partydelay. 10.3.2 (b) If the Indemnified Party shall notify the Indemnifying Party of any claim or demand pursuant to Section 10.3.1the provisions hereof, and if such claim or demand relates to a claim or demand asserted by a third party against the Indemnified PartyParty (a "Third Party Claim"), the Indemnifying Party shall have the right obligation either (i) to pay such claim or demand, or (ii) defend any such claim or demand asserted against Third Party Claim with counsel reasonably satisfactory to the Indemnified Party. The After the Indemnifying Party has assumed the defense of such Third Party Claim, the Indemnifying Party shall 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, provided that the Indemnified Party shall have the right to participate employ counsel, at the Indemnifying Party's expense, to represent it if (A) in the Indemnified Party's reasonable opinion 34 the Indemnifying Party is not diligently prosecuting the defense of such Third Party Claim, (B) such Third Party Claim involves remedies other than monetary damages and such remedies, in the Indemnified Party's reasonable judgment, could have a Material Adverse Effect on such Indemnified Party, (C) the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more defenses or counterclaims that may be alleged by the Indemnifying Party, or (D) the Indemnified Party believes in 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 claim or demand at its own expense. Without limiting event the generality reasonable fees and expenses of the foregoing, such separate counsel for 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 paid 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. 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 . The Indemnified Party shall make available to the Indemnifying Party or its agents all records and other material materials in the Indemnified Party’s 's possession reasonably required by it for its use in contesting any third party Third‑Party Claim or demand. (c) No Indemnified Party may settle or compromise any claim or demand. In consent to the event 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 elects fails to defend assume and diligently prosecute the defense of such claim or action(ii) such settlement, compromise or consent includes an unconditional release of the Indemnifying Party shall have the right to settle or compromise from all liability arising out of such claim and does not contain any equitable order, judgment or action 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, provided that the terms of the settlement settle or compromise impose no additional obligations on 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 with respect to the subject matter 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 claim Indemnified Party or demand for which would otherwise in any manner affect, restrain or interfere with the Indemnifying business of the Indemnified Party has not agreed to indemnify or any of the Indemnified Party's Affiliates.

Notification and Defense of Claims. 10.3.1 A or Actions ------------------------------------------------------- 11.4.1 As used in this Section, any party entitled seeking indemnification pursuant to this Article11 is referred to as an "Indemnified Party" and any party from whom indemnification is sought pursuant to this Section is referred to as an "Indemnity Obligor." An Indemnified Party which proposes to assert the right to be indemnified under this Article 11 shall, pursuant to Section 10.1 or 10.2 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 “Indemnified Party”) shall promptly receipt of notice of the commencement of any Proceeding against it in respect of which a claim for indemnification is to be made against an Indemnity Obligor, notify the party or parties liable for such indemnification (the “Indemnifying Party”) Indemnity Obligor in writing of any claimthe commencement of such Proceeding, action, lawsuit, proceeding, investigation or demand which the Indemnified Party has determined has given or could give rise to enclosing a right copy of indemnification under this Agreementall papers served; provided, however, that a the failure to give prompt notice or to include any specified information in any notice will not affect so notify the rights or obligations Indemnity Obligor of any party hereunder such Proceeding shall not relieve the Indemnity Obligor from any liability which it may have to the Indemnified Party, except and only to the extent thatthat the Indemnity Obligor is prejudiced thereby. Thereafter, 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 shall notify deliver to the Indemnifying Party of any claim or demand pursuant to Section 10.3.1Indemnity Obligor, and if such claim or demand relates to a claim or demand asserted within ten (10) days after receipt by a third party against the Indemnified Party, the Indemnifying Party shall have the right copies of all further notices relating to defend any such claim. 11.4.3 If a third-party claim or demand asserted against the Indemnified Party. The is made for which an Indemnified Party shall have is entitled to indemnification pursuant to this Article, the right 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 or demand without the Indemnity Obligor's prior written consent, which shall not be unreasonably withheld, and (ii) each Indemnified Party shall be entitled to participate in, but not control, the defense of such claim with its own counsel at its own expense. Without limiting If the generality Indemnity Obligor does not assume the defense of any such claim, an Indemnified Party may defend such claim in a manner as it may deem appropriate (including, but not limited to, settling such claim, after giving twenty (20) days prior written notice of such settlement to the foregoingIndemnity Obligor, on such terms as the Indemnified Party shall not be entitled may deem appropriate). 11.4.5 In the event that any claim for indemnification is made with respect to indemnification any third-party claim pursuant to this Article, (i) the party assuming primary responsibility 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 at all times keep the Indemnified Party in writing, other party informed as promptly as possible to the status of such claim and (but in any case five (5ii) Business Days before the due date party not primarily responsible for the answer or response to a claim) after the date defense 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. So long as the Indemnifying Party is defending in good faith any such claim or demand asserted by a third shall cooperate fully with the other party against the Indemnified Party, the Indemnified Party shall not settle or compromise in connection with 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 agents 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, the Indemnifying Party shall have the 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 Partydefense.

Notification and Defense of Claims. 10.3.1 (a) A party entitled to be indemnified pursuant to Section 10.1 11.1 or 10.2 Section 11.2 (the “"Indemnified Party”") shall promptly notify the party or parties liable for such indemnification (the “"Indemnifying Party”") in writing of any claim, action, lawsuit, proceeding, investigation claim or demand which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, as soon as possible after the Indemnified Party becomes aware of such claim or demand; provided, however, that a the Indemnified Party's failure to give prompt such notice or to include any specified information the Indemnifying Party in any notice will a timely fashion shall not affect result in the loss of the Indemnified Party's rights or obligations of any party hereunder with respect thereto 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 Party is materially prejudiced by the delay. If the Indemnified Party shall notify the Indemnifying Party of any claim or demand pursuant to Section 10.3.1the provisions hereof, and if such claim or demand relates to a claim or demand asserted by a third party against the Indemnified PartyParty (a "Third Party Claim"), the Indemnifying Party shall have the right obligation either (i) to pay such claim or demand, or (ii) defend any such claim or demand asserted against Third Party Claim with counsel reasonably satisfactory to the Indemnified Party. The After the Indemnifying Party has assumed the defense of such Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party under this Section 11.3 for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation, provided that the Indemnified Party shall have the right to participate employ counsel, at the Indemnifying Party's expense, to represent it if (A) 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 Party's reasonable opinion the Indemnifying Party elects is not to assume diligently prosecuting the defense of such claim or demand. The Indemnifying Third Party shall notify Claim, (B) such Third Party Claim involves remedies other than monetary damages and such remedies, in the Indemnified Party's reasonable judgment, could have a material adverse effect on such Indemnified Party, (C) the Indemnified Party in writingmay have available to it one or more defenses or counterclaims that are inconsistent with one or more defenses or counterclaims that may be alleged by the Indemnifying Party, as promptly as possible or (but in any case five (5D) 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 believes in its reasonable discretion that a conflict of interest exists between the Indemnifying Party under Section 10.3.1 of its election and the Indemnified Party with respect to defend any such third party claim or demand. So long as the Indemnifying Party is defending action, and in good faith any such claim or demand asserted by a third party against event the Indemnified Party, reasonable fees and expenses of such separate counsel for 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 paid by the Indemnifying Party’s sole and absolute discretion), and the . The Indemnified Party shall make available to the Indemnifying Party or its agents all records and other material materials in the Indemnified Party’s 's possession reasonably required by it for its use in contesting any third party claim or demand. In . (b) No Indemnified Party may settle or compromise any claim or consent to the event 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 elects fails to defend assume and diligently prosecuting the defense of such claim pursuant to Section 11.3(a) or action(ii) such settlement, compromise or consent includes an unconditional release of the Indemnifying Party shall have the right to settle or compromise from all liability arising out of such claim and does not contain any equitable order, judgment or action 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, provided that the terms of the settlement settle or compromise impose no additional obligations on 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 with respect to the subject matter 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 claim Indemnified Party or demand for which would otherwise in any manner affect, restrain or interfere with the Indemnifying business of the Indemnified Party has not agreed to indemnify or any of the Indemnified Party's Affiliates.

Notification and Defense of Claims. 10.3.1 (a) A party entitled to be indemnified pursuant to Section 10.1 or 10.2 this Article XI (the “Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim, action, lawsuit, proceeding, investigation claim or demand which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, as soon as possible after the Indemnified Party has Knowledge of such claim or demand; provided, howeverthat, that a the Indemnified Party’s failure to give prompt such notice or to include any specified information the Indemnifying Party in any notice will a timely fashion shall not affect result in the loss of the Indemnified Party’s rights or obligations of any party hereunder with respect thereto 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 is actually and materially prejudiced by the receipt of written notice thereof from the Indemnified Partydelay. 10.3.2 (b) If the Indemnified Party shall notify the Indemnifying Party of any claim or demand pursuant to Section 10.3.1the provisions hereof, and if such claim or demand relates to a claim or demand asserted by a third party against the Indemnified PartyParty in writing (a “Third Party Claim”), the Indemnifying Party shall have the right obligation either (i) to pay such claim or demand, or (ii) defend any such claim or demand asserted against Third Party Claim with counsel reasonably satisfactory to the Indemnified Party. The After the Indemnifying Party has assumed the defense of such Third Party Claim, the Indemnifying Party shall 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, provided that the Indemnified Party shall have the right to participate employ counsel, at the Indemnifying Party’s expense, to represent it if (A) 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 Party’s reasonable opinion the Indemnifying Party elects is not to assume diligently prosecuting the defense of such claim or demand. The Indemnifying Third Party shall notify the Indemnified Claim, (B) such Third 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 Claim involves remedies other than monetary damages and 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 remedies against the Indemnified Party, in 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 may have available to it one or more defenses or counterclaims that are inconsistent with one or more defenses or counterclaims that may be alleged by the Indemnifying Party, or (D) the Indemnified Party believes in 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 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 paid by the Indemnifying Party’s sole and absolute discretion), and the . The Indemnified Party shall make available to the Indemnifying Party or its agents all records and other material materials in the Indemnified Party’s possession reasonably required by it the Indemnifying Party for its use in contesting any third party Third Party Claim or demand. (c) No Indemnified Party may settle or compromise any claim or demand. In consent to the event 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 elects fails to defend assume and diligently prosecute the defense of such claim or action(ii) such settlement, compromise or consent includes an unconditional release of the Indemnifying Party shall have the right to settle or compromise from all liability arising out of such claim and does not contain any equitable order, judgment or action 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, provided that the terms of the settlement settle or compromise impose no additional obligations on 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 with respect to the subject matter 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 claim Indemnified Party or demand for which would otherwise in any manner affect, restrain or interfere with the Indemnifying business of the Indemnified Party has not agreed to indemnify or any of the Indemnified Party’s Affiliates.

Notification and Defense of Claims. 10.3.1 (a) A party entitled to be indemnified pursuant to Section 10.1 12.1 or 10.2 Section 12.2 (the “"Indemnified Party”") shall promptly notify the party or parties liable for such indemnification (the “"Indemnifying Party”") in writing of any claim, action, lawsuit, proceeding, investigation claim or demand which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, as soon as possible after 37 the Indemnified Party becomes aware of such claim or demand; provided, however, that a the Indemnified Party's failure to give prompt such notice or to include any specified information the Indemnifying Party in any notice will a timely fashion shall not affect result in the loss of the Indemnified Party's rights or obligations of any party hereunder with respect thereto 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 Party is materially prejudiced by the delay. If the Indemnified Party shall notify the Indemnifying Party of any claim or demand pursuant to Section 10.3.1the provisions hereof, and if such claim or demand relates to a claim or demand asserted by a third party against the Indemnified PartyParty (a "Third Party Claim"), the Indemnifying Party shall have the right obligation either (i) to pay such claim or demand, or (ii) defend any such claim or demand asserted against Third Party Claim with counsel reasonably satisfactory to the Indemnified Party. The After the Indemnifying Party has assumed the defense of such Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party under this Section 12 for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation, provided that the Indemnified Party shall have the right to participate employ counsel, at the Indemnifying Party's expense, to represent it if (A) in the Indemnified Party's reasonable opinion the Indemnifying Party is not diligently prosecuting the defense of such Third Party Claim, (B) such Third Party Claim involves remedies other than monetary damages and such remedies, in the Indemnified Party's reasonable judgment, could have a material adverse effect on such Indemnified Party, (C) the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more defenses or counterclaims that may be alleged by the Indemnifying Party, or (D) the Indemnified Party believes in 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 claim or demand at its own expense. Without limiting event the generality reasonable fees and expenses of the foregoing, such separate counsel for 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 paid 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. 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 . The Indemnified Party shall make available to the Indemnifying Party or its agents all records and other material materials in the Indemnified Party’s 's possession reasonably required by it for its use in contesting any third party Third-Party Claim or demand. (b) No Indemnified Party may settle or compromise any claim or demand. In consent to the event 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 elects fails to defend assume and diligently prosecuting the defense of such claim or action(ii) such settlement, compromise or consent includes an unconditional release of the Indemnifying Party shall have the right to settle or compromise from all liability arising out of such claim and does not contain any equitable order, judgment or action 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, provided that the terms of the settlement settle or compromise impose no additional obligations on 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 with respect to the subject matter 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 claim Indemnified Party or demand for which would otherwise in any manner affect, restrain or interfere with the Indemnifying business of the Indemnified Party has not agreed to indemnify or any of the Indemnified Party's Affiliates.

Notification and Defense of Claims. 10.3.1 A (i) As used in this Section, any party entitled seeking indemnification pursuant to this Section is referred to as an "indemnified party" and any party from whom indemnification is sought pursuant to this Section is referred to and as "indemnifying party". An indemnified party which proposes to assert the right to be indemnified pursuant under this Section shall submit a written demand for indemnification setting forth in summary form the facts as known which form the basis for the claim for indemnification. In order for an indemnified party to Section 10.1 be entitled to any indemnification provided hereunder in respect of, arising out of, or 10.2 (involving a claim made by any third party against any indemnified party, the “Indemnified Party”) shall promptly indemnified party must notify the indemnifying party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any such claim within twenty (20) days after receipt by the indemnified party of written notice of such claim, action, lawsuit, proceeding, investigation or demand which the Indemnified Party has determined has given or could give rise to enclosing a right copy of indemnification under this Agreementall papers served; provided, however, that a the failure to give prompt notice or so notify the indemnifying party of such claim shall not relieve the indemnifying party from any liability which it may have to include any specified information in any notice will not affect the rights or obligations of any party hereunder indemnified party, except and only to the extent thatthat the indemnifying party is prejudiced thereby. With regard to any claim made for indemnification because of any breach of representation or warranty, as a result written notice of such failureclaim must be delivered within the Claims Period specified in Section 9.1(a). Thereafter, any the indemnified party which was entitled to receive such notice was prejudiced as a result of such failure. Subject shall deliver to the Indemnifying Party’s right to defend in good faith third party claims as hereinafter providedindemnifying party, the Indemnifying Party shall satisfy its obligations under this Section 10 within thirty twenty (3020) days after receipt by the receipt indemnified party, copies of written notice thereof from the Indemnified Partyall further notices relating to such claim. 10.3.2 (ii) If the Indemnified Party shall notify the Indemnifying Party of any a third-party claim or demand is made for which an indemnified party is entitled to indemnification pursuant to Section 10.3.19.1(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 if 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. If the indemnifying party assumes the defense of a third-party claim as set forth in this paragraph, or demand relates does not assume the defense of a third-party claim but acknowledges its obligation to a claim indemnify the indemnified party, then in no event shall the indemnified party admit any liability with respect to, or demand asserted by a third party against the Indemnified Partysettle, the Indemnifying Party shall have the right to defend compromise or discharge, any such claim or demand asserted against without the Indemnified Partyindemnifying party's prior written consent. The Indemnified Party shall have If the right to participate in indemnifying party does not assume the defense of any such claim or demand at and does not acknowledge its own expense. Without limiting obligation to indemnify the generality of indemnified party, then the foregoingindemnified party may 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 shall not be indemnified 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 any fees or costs of 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 obligation to indemnify the indemnified party, 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 demand unless the indemnifying party and until the Indemnifying Party elects not 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 or demand. The Indemnifying Party shall notify and the Indemnified Party indemnified party may thereafter defend such claim in writinga manner as it may deem appropriate (including, 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 not limited to, settling such claim given by the Indemnified Party to the Indemnifying Party under Section 10.3.1 of its election to defend any on such third party claim or demand. So long terms as the Indemnifying Party is defending in good faith any such indemnified party may 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 appropriate). (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 agents 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. v) In the event the Indemnifying Party elects to defend such that any claim or action, the Indemnifying Party shall have the 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 for indemnification is made with respect to any third-party claim pursuant to this Section 9.1(d), (A) the subject matter 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, (B) the party not primarily responsible for the defense of such claim or demand shall cooperate fully with the other party in connection with such defense and (C) the party not primarily responsible for which the Indemnifying Party has defense of such claim shall be entitled to participate in, but not agreed to indemnify control, the Indemnified Partydefense of such claim with its own counsel at its own expense.

Notification and Defense of Claims. 10.3.1 (a) A party entitled to be indemnified pursuant to Section 10.1 or 10.2 12.1 (the “"Indemnified Party”") shall promptly notify the party or parties liable for such indemnification (the “"Indemnifying Party”") in writing of any claim, action, lawsuit, proceeding, investigation claim or demand which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, as soon as possible after the Indemnified Party becomes aware of such claim or demand; provided, however, that a the Indemnified Party's failure to give prompt such notice or to include any specified information the Indemnifying Party in any notice will a timely fashion shall not affect result in the loss of the Indemnified Party's rights or obligations of any party hereunder with respect thereto 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 Party is materially prejudiced by the delay. If the Indemnified Party shall notify the Indemnifying Party of any claim or demand pursuant to Section 10.3.1the provisions hereof, and if such claim or demand relates to a claim or demand asserted by a third party against the Indemnified PartyParty (a "Third Party Claim"), the Indemnifying Party shall have the right obligation either (i) to pay such claim or demand, or (ii) defend any such claim or demand asserted against Third Party Claim with counsel reasonably satisfactory to the Indemnified Party. The After the Indemnifying Party has assumed the defense of such Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party under this Section 12.2 for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation, provided that the Indemnified Party shall have the right to participate employ counsel, at the Indemnifying Party's expense, to represent it if (A) in the Indemnified Party's reasonable opinion the Indemnifying Party is not diligently prosecuting the defense of such Third Party Claim, (B) such Third Party Claim involves remedies other than monetary damages and such remedies, in the Indemnified Party's reasonable judgment, could 74 have a material adverse effect on such Indemnified Party, (C) the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more defenses or counterclaims that may be alleged by the Indemnifying Party, or (D) the Indemnified Party believes in 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 claim or demand at its own expense. Without limiting event the generality reasonable fees and expenses of the foregoing, such separate counsel for 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 paid 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. 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 . The Indemnified Party shall make available to the Indemnifying Party or its agents all records and other material materials in the Indemnified Party’s 's possession reasonably required by it for its use in contesting any third party Third Party Claim or demand. (b) No Indemnified Party may settle or compromise any claim or demand. In consent to the event 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 elects fails to defend assume and diligently prosecuting the defense of such claim or action(ii) such settlement, compromise or consent includes an unconditional release of the Indemnifying Party shall have the right to settle or compromise from all liability arising out of such claim and does not contain any equitable order, judgment or action 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, provided that the terms of the settlement settle or compromise impose no additional obligations on 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 with respect to the subject matter 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 claim Indemnified Party or demand for which would otherwise in any manner affect, restrain or interfere with the Indemnifying business of the Indemnified Party has not agreed to indemnify or any of the Indemnified Party's Affiliates.

Notification and Defense of Claims. 10.3.1 A party entitled to be indemnified pursuant to Section 10.1 12.1 or 10.2 Section 12.2 (the “"Indemnified Party”") shall promptly notify the party or parties liable for such indemnification (the “"Indemnifying Party”") in writing of any claim, action, lawsuit, proceeding, investigation claim or demand which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, as soon as possible after the Indemnified Party becomes aware of such claim or demand; provided, however, that a the Indemnified Party's failure to give prompt such notice or to include any specified information the Indemnifying Party in any notice will a timely fashion shall not affect result in the loss of the Indemnified Party's rights or obligations of any party hereunder with respect thereto 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 Party is materially prejudiced by the delay. If the Indemnified Party shall notify the Indemnifying Party of any claim or demand pursuant to Section 10.3.1the provisions hereof, and if such claim or demand relates to a claim or demand asserted by a third party against the Indemnified PartyParty (a "Third Party Claim"), the Indemnifying Party shall have the right obligation either (i) to pay such claim or demand, or (ii) defend any such claim or demand asserted against Third Party Claim with counsel reasonably satisfactory to the Indemnified Party. The After the Indemnifying Party has assumed the defense of such Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party under this Section 12.3 for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation, provided that the Indemnified Party shall have the right to participate employ counsel, at the Indemnifying Party's expense, to represent it if (A) 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 Party's reasonable opinion the Indemnifying Party elects is not to assume diligently prosecuting the defense of such claim or demand. The Indemnifying Third Party shall notify Claim, (B) such Third Party Claim involves remedies other than monetary damages and such remedies, in the Indemnified Party's reasonable judgment, could have a material adverse effect on such Indemnified Party, (C) the Indemnified Party in writingmay have available to it one or more defenses or counterclaims that are inconsistent with one or more defenses or counterclaims that may be alleged by the Indemnifying Party, as promptly as possible or (but in any case five (5D) 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 believes in its reasonable discretion that a conflict of interest exists between the Indemnifying Party under Section 10.3.1 of its election and the Indemnified Party with respect to defend any such third party claim or demand. So long as the Indemnifying Party is defending action, and in good faith any such claim or demand asserted by a third party against event the Indemnified Party, reasonable fees and expenses of such separate counsel for 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 paid by the Indemnifying Party’s sole . Subject to and absolute discretion)without waiving privilege, and the Indemnified Party shall make available to the Indemnifying Party or its agents all records and other material materials in the Indemnified Party’s 's possession reasonably required by it for its use in contesting any third party claim or demand. In No Indemnified Party may settle or compromise any claim or consent to the event 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 elects fails to defend assume and diligently prosecuting the defense of such claim pursuant to Section 12.3(a) or action(ii) such settlement, compromise or consent includes an unconditional release of the Indemnifying Party shall have the right to settle or compromise from all liability arising out of such claim and does not contain any equitable order, judgment or action 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, provided that the terms of the settlement settle or compromise impose no additional obligations on 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 with respect to the subject matter 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 claim Indemnified Party or demand for which would otherwise in any manner affect, restrain or interfere with the Indemnifying business of the Indemnified Party has not agreed to indemnify or any of the Indemnified Party's Affiliates.

Notification and Defense of Claims. 10.3.1 11.3.1 A party entitled to be indemnified pursuant to Section 10.1 11.1 or 10.2 11.2 (the “Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim, action, lawsuit, proceeding, investigation or demand which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement; provided, however, that a failure to give prompt notice or to include any specified information in any notice will not affect the rights or obligations of 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 11 within thirty (30) days after the receipt of written notice thereof from the Indemnified Party. 10.3.2 11.3.2 If the Indemnified Party shall notify the Indemnifying Party of any claim or demand pursuant to Section 10.3.111.3.1, and if such claim or demand relates to a claim or demand asserted by a third party against the Indemnified Party, the Indemnifying Party shall have the right to defend any such claim or 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 11.3.1 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 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 agents 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, the Indemnifying Party shall have the 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.

Notification and Defense of Claims. 10.3.1 (a) A party entitled to be indemnified pursuant to Section 10.1 or 10.2 this Article XI (the “"Indemnified Party”") shall promptly notify the party or parties liable for such indemnification (the “"Indemnifying Party”") in writing of any claim, action, lawsuit, proceeding, investigation claim or demand which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, as soon as possible after the Indemnified Party becomes aware of such claim or demand; provided, howeverthat, that a the Indemnified Party's failure to give prompt such notice or to include any specified information the Indemnifying Party in any notice will a timely fashion shall not affect result in the loss of the Indemnified Party's rights or obligations of any party hereunder with respect thereto 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 is materially prejudiced by the receipt of written notice thereof from the Indemnified Partydelay. 10.3.2 (b) If the Indemnified Party shall notify the Indemnifying Party of any claim or demand pursuant to Section 10.3.1the provisions hereof, and if such claim or demand relates to a claim or 34 demand asserted by a third party against the Indemnified PartyParty (a "Third Party Claim"), the Indemnifying Party shall have the right obligation either (i) to pay such claim or demand, or (ii) defend any such claim or demand asserted against Third Party Claim with counsel reasonably satisfactory to the Indemnified Party. The After the Indemnifying Party has assumed the defense of such Third Party Claim, the Indemnifying Party shall 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, provided that the Indemnified Party shall have the right to participate employ counsel, at the Indemnifying Party's expense, to represent it if (A) in the Indemnified Party's reasonable opinion the Indemnifying Party is not diligently prosecuting the defense of such Third Party Claim, (B) such Third Party Claim involves remedies other than monetary damages and such remedies, in the Indemnified Party's reasonable judgment, could have a Material Adverse Effect on such Indemnified Party, (C) the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more defenses or counterclaims that may be alleged by the Indemnifying Party, or (D) the Indemnified Party believes in 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 claim or demand at its own expense. Without limiting event the generality reasonable fees and expenses of the foregoing, such separate counsel for 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 paid 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. 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 . The Indemnified Party shall make available to the Indemnifying Party or its agents all records and other material materials in the Indemnified Party’s 's possession reasonably required by it for its use in contesting any third party Third‑Party Claim or demand. (c) No Indemnified Party may settle or compromise any claim or demand. In consent to the event 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 elects fails to defend assume and diligently prosecute the defense of such claim or action(ii) such settlement, compromise or consent includes an unconditional release of the Indemnifying Party shall have the right to settle or compromise from all liability arising out of such claim and does not contain any equitable order, judgment or action 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, provided that the terms of the settlement settle or compromise impose no additional obligations on 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 with respect to the subject matter 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 claim Indemnified Party or demand for which would otherwise in any manner affect, restrain or interfere with the Indemnifying business of the Indemnified Party has not agreed to indemnify or any of the Indemnified Party's Affiliates.