Common use of Notification of Claim Clause in Contracts

Notification of Claim. Each party entitled to indemnification under this Section 8 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnified Party (together with all other Indemnified Parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding; and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent, but only to the extent, that the Indemnifying Party’s ability to defend against such claim or litigation is impaired as a result of such failure to give notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.

Notification of Claim. Each party entitled to indemnification under this Section 8 9 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly within ten (10) business days after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party’s expense, and that the Indemnifying Party shall provide return notice to the Indemnified Party within ten 10 business days to the effect that such Indemnifying Party shall undertake the indemnification obligation provided for herein; provided, however, however that the Indemnified Party (together with all other Indemnified Parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding; and provided further further-that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent, but only to the extent, that the Indemnifying Party’s ability to defend against such claim or litigation is materially impaired as a result of such failure to give notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to of such claim or litigation.

Notification of Claim. Each (a) Promptly after receipt by the party entitled to indemnification under this Section 8 Article VI (the an “Indemnified PartyIndemnitee”) of notice of a claim by a third party, such Indemnitee shall, if a claim in respect thereof is to be made against the party obligated to indemnify under CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY AN ASTERISK. such Section (an “Indemnitor”), give notice within thirty (30) days to the Indemnitor of the commencement thereof. The failure to so notify the Indemnitor shall not relieve it of any liability that it may have to any Indemnitee except to the extent the Indemnitor demonstrates that the defense of such action is prejudiced thereby. (b) In case any such action shall be brought against an Indemnitee and it shall give notice to the party required Indemnitor of the commencement thereof, the Indemnitor shall be entitled to provide indemnification (participate therein and, to the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be soughtextent that it shall wish, and shall permit the Indemnifying Party to assume the defense thereof with counsel reasonably satisfactory to such Indemnitee by giving Indemnitee written notice thereof within thirty (30) days. After notice from the Indemnitor to such Indemnitee of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct its election to so assume the defense of such claim or litigationthereof, shall be approved by the Indemnified Party (whose approval Indemnitor shall not be unreasonably withheld)liable to such Indemnitee in connection with the Indemnitee’s attorneys’ fees and other defense costs incurred in the defense thereof, other than reasonable costs of investigation and preparation for trial. The Indemnitee shall cooperate with the Indemnified Party may participate Indemnitor in such the defense at such party’s expense; providedagainst any asserted liability and, howeverin any event, that the Indemnified Party (together with all other Indemnified Parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding; and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of participate at its obligations under this Agreement, except to the extent, but only to the extent, that the Indemnifying Party’s ability to defend against such claim or litigation is impaired as a result of such failure to give notice. No Indemnifying Party, own expense in the defense of any the asserted liability. (c) If an Indemnitor assumes the defense of such claim an action: (i) no compromise or litigation, shall, except with settlement thereof may be effected by the Indemnitor without the Indemnitee’s consent of each Indemnified Party, consent to entry (which shall not be unreasonably withheld or delayed) unless: (A) there is no finding or admission of any judgment violation of law or enter into any settlement which does not include as an unconditional term thereof violation of the giving rights of any person and no effect on any other claims that may be made against the Indemnitee; and (B) the sole relief provided is monetary damages that are paid in full by the claimant or plaintiff to such Indemnified Party of a release from all Indemnitor; and (ii) the Indemnitor shall have no liability in with respect to any compromise or settlement thereof effected without the Indemnitee’s consent (which shall not be unreasonably withheld or delayed), provided that if notice is given to an Indemnitor of the commencement of any action and Indemnitor does not, within forty-five (45) days after the Indemnitee’s notice is given, give notice of its election to assume the defense thereof, the Indemnitor shall be bound by any determination made in such action or any compromise or settlement thereof effected by the Indemnitee. (d) Promptly after an Indemnitee has identified a direct claim or litigation(i.e., not brought by a third party) under this Article VI, such Indemnitee shall give notice to the CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY AN ASTERISK. Indemnitor of the claim. The failure so to notify the Indemnitor shall not relieve it of any liability that it may have to any Indemnitee except to the extent the Indemnitor demonstrates that the Indemnitee is prejudiced thereby. (e) All notices given under this Section 6.4 shall be in writing and unless otherwise specified shall be given within thirty (30) days.

Notification of Claim. Each party entitled to indemnification under this Section 8 SECTION 7 (the “Indemnified "INDEMNIFIED Party”") shall give notice to the party required to provide indemnification (the “Indemnifying Party”"INDEMNIFYING PARTY") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party’s 's expense; providedPROVIDED, howeverHOWEVER, that the Indemnified Party (together with all other Indemnified Parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding; and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent, but only to the extent, that the Indemnifying Party’s 's ability to defend against such claim or litigation is impaired as a result of such failure to give notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.

Notification of Claim. Each party entitled to indemnification under this Section 8 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such The Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit promptly notify the Indemnifying Party to assume of the defense existence of any such claim or any litigation resulting therefrom, provided that counsel for Claim to which the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party’s expenseindemnification obligations might apply; provided, however, that the failure to give such notice (other than notice of the commencement of a legal proceeding) shall not adversely affect any right of indemnification under the Agreement. The Indemnifying Party shall be entitled to control the defense of any such legal proceedings, through legal counsel reasonably satisfactory to the Indemnified Party, at the sole expense of the Indemnifying Party, and the Indemnified Party (together shall cooperate and consult with all other the Indemnifying Party in the defense of such Claim and shall have the right, but not the obligation, to participate in the defense at its own expense. If the Indemnifying Party elects not to direct such defense, the Indemnified Parties that may be represented without conflict by one counsel) Party will have the right, at its own discretion, to direct such defense at the Indemnifying Party’s sole expense. The Indemnifying Party shall have the right to retain one separate counselcompromise or settle, with the fees and expenses Indemnified Party’s prior written approval (such approval not to be paid by unreasonably withheld), any claim or litigation regarding which it is required to indemnify. If the Indemnifying Party, if representation of such Indemnified Party by the counsel retained refuses to approve any compromise or settlement recommended by the Indemnifying Party which would be inappropriate due to differing interests between have concluded such claim or litigation but for the Indemnified Party and any other party represented by such counsel in such proceeding; and provided further that the Party’s failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreementapproval, except to the extent, but only to the extent, that the Indemnifying Party’s ability liability to defend against the Indemnified Party hereunder with respect to any such claim or litigation is impaired as a result of such failure to give notice. No shall not exceed the amount which the Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff Party would have paid pursuant to such Indemnified Party of a release from all liability in respect to such claim proposed compromise or litigationsettlement.

Notification of Claim. Each party entitled to indemnification under this Section 8 (the “Indemnified Party”) If any action or claim shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such be asserted against an Indemnified Party has actual knowledge in respect of any claim as to which indemnity may be soughtsought from the Corporation pursuant to the provisions hereof, or if any potential claim contemplated by this section shall come to the knowledge of an Indemnified Party, the Indemnified Party shall promptly notify the Corporation in writing of the nature of such action or claim (provided that any failure to so notify shall not affect the Corporation’s liability under this paragraph unless such delay has prejudiced the defense to such claim) and will provide copies of all relevant documentation to the Corporation. The Corporation shall be entitled but not obliged to participate in or assume the defense thereof, provided, however that the defense shall be through legal counsel acceptable to the Indemnified Party, acting reasonably. In addition, the Indemnified Party shall also have the right to employ separate counsel in any such action and participate in the defense thereof, and the fees and expense of such counsel shall permit be paid by the Indemnifying Corporation if (i) the employment thereof has been specifically authorized in writing by the Corporation; (ii) the Indemnified Party has been advised by counsel, that representation of the Corporation and the Indemnified Party by the same counsel would be inappropriate due to actual or potential differing interests between them; or (iii) the Corporation has failed within a reasonable time after receipt of such written notice to assume the defense of such action or claim. It is understood and agreed that the Corporation shall not in connection with any suit in the same jurisdiction, be liable for the legal fees and expenses of more than one separate legal firm to represent the Indemnified Parties. Neither party shall effect any settlement of any such action or claim or make any litigation resulting therefromadmission of liability without the written consent of the other party, such consent not to be unreasonably withheld or delayed. The indemnity hereby provided that counsel for shall remain in full force and effect for the Indemnifying Party, who period specified in Section o hereof and shall conduct the defense not be limited to or affected by any other indemnity in respect of such claim or litigation, shall be approved any matters specified in this section obtained by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnified Party (together with all other Indemnified Parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to differing interests between such Indemnified Party and from any other party represented by such counsel in such proceeding; and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent, but only to the extent, that the Indemnifying Party’s ability to defend against such claim or litigation is impaired as a result of such failure to give notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigationperson.

Notification of Claim. Each The party entitled to indemnification under this Section 8 (the “Indemnified Party”) shall give notice to the party required to provide seeking indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual "Indemnitee"), upon obtaining knowledge of any claim as to or demand which indemnity may be soughthas given rise to, or could reasonably give rise to, a claim for identification hereunder, shall in writing notify the other party (the "Indemnitor") of such claim, shall provide the Indemnitor with a copy of such claim or other documents received, and shall permit otherwise make available to the Indemnifying Party Indemnitor all relevant information material to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim and within the Indemnitee's possession. Subject to the limitations set forth in Section 11.05, no failure or litigation, shall be approved delay by the Indemnified Party Indemnitee in the performance of the foregoing shall reduce or otherwise affect the obligation of the Indemnitor to indemnify and hold the Indemnitee harmless, except to the extent that such failure or delay shall have adversely affected Indemnitor's ability to defend against, settle or satisfy any liability, loss, damage, expense, claim or demand for which Indemnitee is entitled to indemnification hereunder. If the claim or demand set forth in the notice given by Indemnitee is a claim or demand asserted by a third party, Indemnitor shall have thirty (whose approval shall not 30) days after receipt of such notice to notify Indemnitee in writing of its election to defend, at its sole cost and expense, against such claim, either in its own name or in the name of the Indemnitee, as may be unreasonably withheld)required, and the Indemnified Party may Indemnitee, at its sole cost and expense, shall have the right to participate in such defense defense. If Indemnitor elects to defend such third party claim or demand, the Indemnitor shall have the right to settle any such claim, except where such settlement would have an adverse effect on the Indemnitee in which case the Indemnitor shall have the right to settle any such claim only after obtaining the written consent of Indemnitee thereto. If the Indemnitor elects not to defend such third party claim or demand or does not defend such third party claim or demand in good faith, the Indemnitee may, at Indemnitor's expense, elect to defend such party’s expensethird party claim or demand; provided, however, that the Indemnified Party (together with all other Indemnified Parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding; and provided further that the failure of any Indemnified Party to give notice as provided herein Indemnitee shall not relieve have any obligation to participate in the Indemnifying Party defense of its obligations under this Agreement, except to the extent, but only to the extent, that the Indemnifying Party’s ability to or defend against any such third party claim or litigation is impaired as a result demand and Indemnitee's defense of such failure to give notice. No Indemnifying Party, or participation in the defense of any such third party claim or litigation, shall, except with demand shall not in any way diminish or lessen the obligations of Indemnitor under the agreements of indemnification set forth herein. The Indemnitor shall have the right to provide a defense under a reservation of rights regarding entitlement to indemnity. The Indemnitee shall not settle or compromise the claim unless (a) it shall first obtain the written consent of each Indemnified Partythe Indemnitor, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof (b) suit shall have been instituted against the giving by Indemnitee and the claimant or plaintiff to such Indemnified Party Indemnitor shall have failed, after the lapse of a release reasonable time (not to exceed 20 days) after written notice to it of such suit, to take action to defend the same, or (c) Indemnitor shall have failed to notify Indemnitee in writing of its intention to contest the claim within twenty (20) days after the above notice from all liability in respect Indemnitee to such claim or litigationIndemnitor.

Notification of Claim. Each Promptly after receipt by an indemnified party entitled to indemnification under this Section 8 (the “Indemnified Party”) shall give of notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit or the Indemnifying Party to assume the defense commencement of any such action or proceeding, the indemnified party will, if a claim in respect thereof is to be made against the indemnifying party, notify the indemnifying party in writing of the claim or any litigation resulting therefrom, provided the commencement of that counsel for the Indemnifying Party, who shall conduct the defense of such claim action or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party’s expenseproceeding; provided, however, that the Indemnified Party failure to notify the indemnifying party will not relieve it from any liability that it may have to the indemnified party except to the extent it was actually damaged or suffered any loss or incurred any additional expense as a result thereof. If any such claim or action or proceeding is brought against an indemnified party, and it notifies the indemnifying party thereof, the indemnifying party will be entitled to assume the defense thereof with counsel selected by the indemnifying party and reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action or proceeding, (together a) the indemnifying party diligently will defend the indemnified party against such claim or action or proceeding, (b) the indemnifying party will not be liable to the indemnified party for any legal or other related expense subsequently incurred by the indemnified party in connection with all the defense thereof other Indemnified Parties than costs of investigation and the indemnified party shall be entitled to participation in such defense at its own expense, (c) the indemnifying party will not be liable for the costs and expenses of any settlement of such claim or action unless such settlement was effected with the written consent of the indemnifying party (which consent shall not unreasonably withhold) or the indemnified party waived any rights to indemnification hereunder in writing, in which case the indemnified party may effect a settlement without such consent, and (d) the indemnified party will be obligated reasonably to cooperate with, and at the sole expense of, the indemnifying party in the investigation of such claim or action or proceeding; provided, however, that the indemnified party may employ its own counsel if (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, of its assumption of the defence of such claim, action or proceeding, (ii) the indemnifying party fails, or ceases, to defend diligently the claim, action or proceeding within 15 days after receiving notice of such failure, or cessation, from such indemnified party; (iii) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be represented without conflict one or more legal defences available to such indemnified party or other indemnified parties which may not be asserted on their behalf by one counselthe indemnifying party; or (iv) the indemnified party shall have been advised by its counsel in writing that, in the right to retain one separate reasonable judgment of such counsel, with it is advisable for such indemnified party to be represented by separate counsel due to the presence of actual or potential conflicts of interest, and in any such event the fees and expenses to of such separate counsel will also be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to differing interests between such Indemnified Party and any other party represented by such counsel in such proceedingCompany; and provided further that the failure of any Indemnified Party to give notice as provided herein Company shall not relieve be liable for the Indemnifying Party reasonable fees and expenses of its obligations under this Agreementmore than one separate counsel at any time for the Holders and their related indemnified parties and one separate counsel for the underwriters (or other securities industry professionals described in the last sentence of Section 8.1, except as the case may be) and their related indemnified parties (and, in each case, separate local counsel as reasonably necessary). An indemnifying party shall not, without the prior written consent of the indemnified parties, settle, compromise or consent to the extent, but only to the extent, that the Indemnifying Party’s ability to defend against such claim or litigation is impaired as a result of such failure to give notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment with respect to any pending or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant threatened claim, action, suit or plaintiff to such Indemnified Party of a release from all liability proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or litigationaction) unless such settlement, compromise or consent includes a release of such indemnified party reasonably acceptable to such indemnified party from all liability arising out of such claim, action, suit or proceeding or unless the indemnifying party shall confirm in a written agreement reasonably acceptable to such indemnified party, that notwithstanding any federal, state or common law, such settlement, compromise or consent shall not adversely affect the right of any indemnified party to indemnification or contribution as provided in this Agreement.

Notification of Claim. Each party entitled to indemnification under this Section 8 7 (the “"Indemnified Party”") shall give notice to the party required to provide indemnification (the “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party’s 's expense; provided, however, that the Indemnified Party (together with all other Indemnified Parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding; and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent, but only to the extent, that the Indemnifying Party’s 's ability to defend against such claim or litigation is impaired as a result of such failure to give notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.

Notification of Claim. Each The party entitled to indemnification under this Section 8 (the “Indemnified Party”) shall give notice to the party required to provide seeking indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual "Indemnitee"), upon obtaining knowledge of any claim as to or demand which indemnity may be soughthas given rise to, or could reasonably give rise to, a claim for identification hereunder, shall in writing notify the other party (the "Indemnitor") of such claim, shall provide the Indemnitor with a copy of such claim or other documents received, and shall permit otherwise make available to the Indemnifying Party Indemnitor all relevant information material to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim and within the Indemnitee's possession. Subject to the limitations set forth in Section 11.05, no failure or litigation, shall be approved delay by the Indemnified Party Indemnitee in the performance of the foregoing shall reduce or otherwise affect the obligation of the Indemnitor to indemnify and hold the Indemnitee harmless, except to the extent that such failure or delay shall have adversely affected Indemnitor's ability to defend against, settle or satisfy any liability, loss, damage, expense, claim or demand for which Indemnitee is entitled to indemnification hereunder. If the claim or demand set forth in the notice given by Indemnitee is a claim or demand asserted by a third party, Indemnitor shall have thirty (whose approval shall not 30) days after receipt of such notice to notify Indemnitee in writing of its election to defend, at its sole cost and expense, against such claim, either in its own name or in the name of the Indemnitee, as may be unreasonably withheld)required, and the Indemnified Party may Indemnitee, at its sole cost and expense, shall have the right to participate in such defense defense. If Indemnitor elects to defend such third party claim or demand, the Indemnitor shall have the right to settle any such claim, except where such settlement would have an adverse effect on the Indemnitee in which case the Indemnitor shall have the right to settle any such claim only after obtaining the written consent of Indemnitee thereto. If the Indemnitor elects not to defend such third party claim or demand or does not defend such third party claim or demand in good faith, the Indemnitee may, at Indemnitor's expense, elect to defend such party’s expensethird party claim or demand; provided, however, that the Indemnified Party (together with all other Indemnified Parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding; and provided further that the failure of any Indemnified Party to give notice as provided herein Indemnitee shall not relieve have any obligation to participate in the Indemnifying Party defense of its obligations under this Agreement, except to the extent, but only to the extent, that the Indemnifying Party’s ability to or defend against any such third party claim or litigation is impaired as a result demand and Indemnitee's defense of such failure to give notice. No Indemnifying Party, or participation in the defense of any such third party claim or litigation, shall, except with demand shall not in any way diminish or lessen the consent obligations of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof Indemnitor under the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.agreements of

Notification of Claim. Each party entitled to indemnification under this Section 8 6 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnified Party (together with all other Indemnified Parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding; and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent, but only to the extent, that the Indemnifying Party’s ability to defend against such claim or litigation is impaired as a result of such failure to give notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.

Notification of Claim. Each party entitled to indemnification under this Section 8 (the “Indemnified Party”) If any action or claim shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such be asserted against an Indemnified Party has actual knowledge in respect of any claim as to which indemnity may be soughtsought from the Corporation pursuant to the provisions hereof, or if any potential claim contemplated by this section shall come to the knowledge of an Indemnified Party, the Indemnified Party shall promptly notify the Corporation in writing of the nature of such action or claim (provided that any failure to so notify shall not affect the Corporation’s liability under this paragraph unless such delay has prejudiced the defence to such claim) and will provide copies of all relevant documentation to the Corporation. The Corporation shall be entitled but not obliged to participate in or assume the defence thereof, provided, however that the defence shall be through legal counsel acceptable to the Indemnified Party, acting reasonably. In addition, the Indemnified Party shall also have the right to employ separate counsel in any such action and participate in the defence thereof, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense fees and expense of such claim or litigation, counsel shall be approved paid by the Indemnified Party if (whose approval shall not be unreasonably withheld)i) the employment thereof has been specifically authorized in writing by the Corporation; (ii) the Indemnified Party has been advised by counsel, that representation of the Corporation and the Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnified Party (together with all other Indemnified Parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between them; or (iii) the Corporation has failed within a reasonable time after receipt of such Indemnified Party written notice to assume the defence of such action or claim. It is understood and any other party represented by such counsel in such proceeding; and provided further agreed that the failure of any Indemnified Party to give notice as provided herein Corporation shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent, but only to the extent, that the Indemnifying Party’s ability to defend against such claim or litigation is impaired as a result of such failure to give notice. No Indemnifying Party, in connection with any suit in the defense same jurisdiction, be liable for the legal fees and expenses of more than one separate legal firm to represent the Indemnified Parties. Neither party shall effect any settlement of any such action or claim or litigation, shall, except with make any admission of liability without the written consent of each Indemnified Partythe other party, such consent not to entry be unreasonably withheld or delayed. The indemnity hereby provided for shall remain in full force and effect for the period specified in Section o hereof and shall not be limited to or affected by any other indemnity in respect of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving matters specified in this section obtained by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigationany other person.

Notification of Claim. Each 9.3.1 Whenever any claim shall arise for indemnification hereunder, the party entitled to seeking indemnification under this Section 8 hereunder (the “"Indemnified Party”") shall give notice to promptly notify the party required to provide or parties from whom indemnification is sought (collectively, the “"Indemnifying Party”") promptly after of the claim and, when known, the facts constituting the basis for such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit claim. In the Indemnifying Party to assume the defense event of any such claim for indemnification hereunder resulting from or in connection with any litigation resulting therefromclaim or legal proceeding by a third party, provided that counsel for the notice to the Indemnifying Party shall specify, if known, the amount of damages asserted by such third party. 9.3.2 Upon receipt of any such notice from the Indemnified Party, who the Indemnifying Party shall conduct be entitled to participate in the defense of such claim, and may assume the defense of such claim or litigation, shall be approved if and only if: (i) the Indemnifying Party confirms in writing its obligations to indemnify the Indemnified Party with respect to such claim and the Indemnifying Party posts a bond reasonably acceptable to the Indemnified Party in all respects sufficient to insure payment of all amounts which are indemnifiable hereunder (ii) the Indemnified Party in its good faith discretion does not notify the Indemnifying Party that it has determined a conflict of interest makes separate representation by the Indemnified Party Party's own counsel advisable, (whose approval shall iii) the claim does not be unreasonably withheld)involve a claim for injunctive or other similar equitable relief against the Indemnified Party, and (iv) the claim does not involve any criminal law claim against the Indemnified Party may participate or its directors, officers, employees or agents. The parties acknowledge and agree that in the event the Indemnifying Party has properly assumed the defense of such defense at such party’s expense; providedclaim as provided herein, however, that the Indemnified Party (together with all other Indemnified Parties that may shall be represented without conflict by one counsel) shall have the right entitled to retain one separate counsel, with the fees and expenses its own counsel to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding; and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent, but only to the extent, that the Indemnifying Party’s ability to defend against such claim or litigation is impaired as a result of such failure to give notice. No Indemnifying Party, participate in the defense of any such claim at its own cost and expense. No claim shall be settled or litigation, shall, except with compromised without the written consent of each Indemnified Party, consent the other party if such settlement or compromise requires such other party to entry of make any judgment payment or enter into to take or refrain from taking any settlement which does not include as an unconditional term thereof the giving by the claimant action or plaintiff enjoins such other party or subjects it to such Indemnified Party of a release from all liability in respect other equitable relief or subjects it to such any potential criminal law claim or litigationliability.