Common use of Notification; Procedural Matters Clause in Contracts

Notification; Procedural Matters. Promptly after receipt by an Indemnified Party under Section 3.1 of notice of any claim or the commencement of any action, such Indemnified Party shall, if a claim in respect thereof is to be made against the Indemnifying Party (or if a claim for contribution is to be made against another party) under Section 3.1, notify the Indemnifying Party (or other contributing party) in writing of the claim or the commencement of such action; provided, however, that the failure to notify the Indemnifying Party (or other contributing party) shall not relieve it from any liability which it may have under Section 3.1 except to the extent it has been materially prejudiced by such failure; and provided, further, however, that the failure to notify the Indemnifying Party shall not relieve it from any liability which it may have to any Indemnified Party (or to the party requesting contribution) otherwise than under Section 3.1. In case any such action is brought against any Indemnified Party and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate therein and, to the extent that, by written notice delivered to the Indemnified Party promptly after receiving the aforesaid notice from such Indemnified Party, the Indemnifying Party elects to assume the defense thereof, it may participate with counsel reasonably satisfactory to such Indemnified Party; provided, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party or parties shall reasonably have concluded that there may be legal defenses available to it or them and/or other Indemnified Parties that are different from or additional to those available to the Indemnifying Party, or if the use of counsel chosen by the Indemnifying Party to represent the Indemnified Parties would present such counsel with a conflict of interest, the Indemnified Party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Party or parties. Upon receipt of notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense of such action and approval by the Indemnified Party of such counsel, the Indemnifying Party shall not be liable to such Indemnified Party under this paragraph for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, unless (i) the Indemnified Party shall have employed separate counsel (plus any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence, (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of commencement of the action or (iii) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. No party shall be liable for contribution with respect to any action or claim settled without its consent, which consent shall not be unreasonably withheld. In no event shall the Indemnifying Party be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from its own counsel for all Indemnified Parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.

Notification; Procedural Matters. Promptly after receipt by an Indemnified Party indemnified party under Section 3.1 of notice of any claim or the commencement of any action, such Indemnified Party indemnified party shall, if a claim in respect thereof is to be made against the applicable Indemnifying Party (or if a claim for contribution is to be made against another party) under Section 3.13.1 hereof, notify the applicable Indemnifying Party (or other contributing party) in writing of the claim or the commencement of such action; provided, however, that the failure to notify the applicable Indemnifying Party (or other contributing party) shall not relieve it from any liability which it may have under Section 3.1 except to the extent it has been materially prejudiced by such failure; and provided, provided further, however, that the failure to notify the applicable Indemnifying Party shall not relieve it from any liability which it may have to any Indemnified Party indemnified party (or to the party requesting contribution) otherwise than under Section 3.13.1 hereof. In case any such action is brought against any Indemnified Party indemnified party and it notifies the applicable Indemnifying Party of the commencement thereof, the applicable Indemnifying Party shall be entitled to participate therein and, to the extent that, by written notice delivered to the Indemnified Party indemnified party promptly after receiving the aforesaid notice from such Indemnified Partyindemnified party, the applicable Indemnifying Party elects to assume the defense thereof, it may participate do so with counsel reasonably satisfactory to such Indemnified Partyindemnified party; provided, however, that if the defendants in any such action include both the Indemnified Party indemnified party and the applicable Indemnifying Party and the Indemnified Party indemnified party or parties shall reasonably have concluded that there may be legal defenses available to it or them and/or other Indemnified Parties indemnified parties that are different from or additional to those available to the applicable Indemnifying Party, or if the use of counsel chosen by the Indemnifying Party to represent the Indemnified Parties would present such counsel with a conflict of interest, the Indemnified Party indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Party indemnified party or parties. Upon receipt of notice from the applicable Indemnifying Party to such Indemnified Party indemnified party of its election so to assume the defense of such action and approval by the Indemnified Party indemnified party of such counsel, the applicable Indemnifying Party shall not be liable to such Indemnified Party indemnified party under this paragraph for any legal or other expenses subsequently incurred by such Indemnified Party indemnified party in connection with the defense thereof, unless (i) the Indemnified Party indemnified party shall have employed separate counsel (plus any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence, (ii) the applicable Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party indemnified party to represent the Indemnified Party indemnified party within a reasonable time after notice of commencement of the action or (iii) the applicable Indemnifying Party shall have authorized in writing the employment of counsel for the Indemnified Party indemnified party at the expense of the applicable Indemnifying Party. No party shall be liable for contribution with respect to any action or claim settled without its consent, which consent shall not be unreasonably withheld. In no event shall the applicable Indemnifying Party be liable for the fees and expenses of more than one counsel representing the indemnified parties (in addition to any local counsel) separate from its own counsel for all Indemnified Parties indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.. Exh. G-5

Notification; Procedural Matters. Promptly after receipt by an Indemnified Party under Section 3.1 3.01 of notice of any claim or the commencement of any action, such Indemnified Party shall, if a claim in respect thereof is to be made against the Indemnifying Party (or if a claim for contribution is to be made against another party) under Section 3.13.01, notify the Indemnifying Party (or other contributing party) in writing of the claim or the commencement of such action; provided, however, that the failure to notify the Indemnifying Party (or other contributing party) shall not relieve it from any liability which it may have under Section 3.1 3.01 except to the extent it has been materially prejudiced by such failure; and provided, provided further, however, that the failure to notify the Indemnifying Party shall not relieve it from any liability which it may have to any Indemnified Party (or to the party requesting contribution) otherwise than under Section 3.13.01. In case any such action is brought against any Indemnified Party and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate therein and, to the extent that, by written notice delivered to the Indemnified Party promptly after receiving the aforesaid notice from such Indemnified Party, the Indemnifying Party elects to assume the defense thereof, it may participate with counsel reasonably satisfactory to such Indemnified Party; provided, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party or parties shall reasonably have concluded that there may be legal defenses available to it or them and/or other Indemnified Parties that are different from or additional to those available to the Indemnifying Party, or if the use of counsel chosen by the Indemnifying Party to represent the Indemnified Parties would present such counsel with a conflict of interest, the Indemnified Party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Party or parties. Upon receipt of notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense of such action and approval by the Indemnified Party of such counsel, the Indemnifying Party shall not be liable to such Indemnified Party under this paragraph for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, unless (i) the Indemnified Party shall have employed separate counsel (plus any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence, (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of commencement of the action or (iii) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. No party shall be liable for contribution with respect to any action or claim settled without its consent, which consent shall not be unreasonably withheld. In no event shall the Indemnifying Party be liable for the fees and expenses of more than one counsel representing the Indemnified Parties (in addition to any local counsel) separate from its own counsel for all Indemnified Parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.

Notification; Procedural Matters. Promptly after receipt by an Indemnified Party under Section 3.1 of notice of any claim or the commencement of any action, such Indemnified Party shall, if a claim in respect thereof is to be made against the Indemnifying Party (or if a claim for contribution is to be made against another party) under Section 3.1, notify the Indemnifying Party (or other contributing party) in writing of the claim or the commencement of such action; provided, however, that the failure to notify the Indemnifying Party (or other contributing party) shall not relieve it from any liability which it may have under Section 3.1 except to the extent it has been materially prejudiced by such failure; and provided, further, however, that the failure to notify the Indemnifying Party shall not relieve it from any liability which it may have to any Indemnified Party (or to the party requesting contribution) otherwise than under Section 3.1. In case any such action is brought against any Indemnified Party and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate therein and, to the extent that, by written notice delivered to the Indemnified Party promptly after receiving the aforesaid notice from such Indemnified Party, the Indemnifying Party elects to assume the defense thereof, it may participate with counsel reasonably satisfactory to such Indemnified Party; provided, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party or parties Parties shall reasonably have concluded that there may be legal defenses available to it or them and/or other Indemnified Parties that are different from or additional to those available to the Indemnifying Party, or if the use of counsel chosen by the Indemnifying Party to represent the Indemnified Parties would present such counsel with a conflict of interest, the Indemnified Party or parties Parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Party or partiesParties. Upon receipt of notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense of such action and approval by the Indemnified Party of such counsel, the Indemnifying Party shall not be liable to such Indemnified Party under this paragraph for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, unless (i) the Indemnified Party shall have employed separate counsel (plus any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence, (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of commencement of the action or (iii) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. No party shall be liable for contribution with respect to any action or claim settled without its consent, which consent shall not be unreasonably withheld. In no event shall the Indemnifying Party be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from its own counsel for all Indemnified Parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.

Notification; Procedural Matters. Promptly after receipt by an Indemnified Party indemnified party under Section 3.1 of notice of any claim or the commencement of any action, such Indemnified Party indemnified party shall, if a claim in respect thereof is to be made against the applicable Indemnifying Party (or if a claim for contribution is to be made against another party) under Section 3.13.1 hereof, notify the applicable Indemnifying Party (or other contributing party) in writing of the claim or the commencement of such action; provided, however, that the failure to notify the applicable Indemnifying Party (or other contributing party) shall not relieve it from any liability which it may have under Section 3.1 except to the extent it has been materially prejudiced by such failure; and provided, furtherprovidedfurther, however, that the failure to notify the applicable Indemnifying Party shall not relieve it from any liability which it may have to any Indemnified Party indemnified party (or to the party requesting contribution) otherwise than under Section 3.13.1 hereof. In case any such action is brought against any Indemnified Party indemnified party and it notifies the applicable Indemnifying Party of the commencement thereof, the applicable Indemnifying Party shall be entitled to participate therein and, to the extent that, by written notice delivered to the Indemnified Party indemnified party promptly after receiving the aforesaid notice from such Indemnified Partyindemnified party, the applicable Indemnifying Party elects to assume the defense thereof, it may participate do so with counsel reasonably satisfactory to such Indemnified Partyindemnified party; provided, however, that if the defendants in any such action include both the Indemnified Party indemnified party and the applicable Indemnifying Party and the Indemnified Party indemnified party or parties shall reasonably have concluded that there may be legal defenses available to it or them and/or other Indemnified Parties indemnified parties that are different from or additional to those available to the applicable Indemnifying Party, or if the use of counsel chosen by the Indemnifying Party to represent the Indemnified Parties would present such counsel with a conflict of interest, the Indemnified Party indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Party indemnified party or parties. Upon receipt of notice from the applicable Indemnifying Party to such Indemnified Party indemnified party of its election so to assume the defense of such action and approval by the Indemnified Party indemnified party of such counsel, the applicable Indemnifying Party shall not be liable to such Indemnified Party indemnified party under this paragraph for any legal or other expenses subsequently incurred by such Indemnified Party indemnified party in connection with the defense thereof, unless (i) the Indemnified Party indemnified party shall have employed separate counsel (plus any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence, (ii) the applicable Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party indemnified party to represent the Indemnified Party indemnified party within a reasonable time after notice of commencement of the action or (iii) the applicable Indemnifying Party shall have authorized in writing the employment of counsel for the Indemnified Party indemnified party at the expense of the applicable Indemnifying Party. No party shall be liable for contribution with respect to any action or claim settled without its consent, which consent shall not be unreasonably withheld. In no event shall the applicable Indemnifying Party be liable for the fees and expenses of more than one counsel representing the indemnified parties (in addition to any local counsel) separate from its own counsel for all Indemnified Parties indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.

Notification; Procedural Matters. Promptly after receipt by an Indemnified Party indemnified party under Section 3.1 of notice of any claim or the commencement of any action, such Indemnified Party indemnified party shall, if a claim in respect thereof is to be made against the applicable Indemnifying Party (or if a claim for contribution is to be made against another party) under Section 3.13.1 hereof, notify the applicable Indemnifying Party (or other contributing party) in writing of the claim or the commencement of such action; provided, however, that the failure to notify the applicable Indemnifying Party (or other contributing party) shall not relieve it from any liability which it may have under Section 3.1 except to the extent it has been materially prejudiced by such failure; and provided, provided further, however, that the failure to notify the applicable Indemnifying Party shall not relieve it from any liability which it may have to any Indemnified Party indemnified party (or to the party requesting contribution) otherwise than under Section 3.13.1 hereof. In case any such action is brought against any Indemnified Party indemnified party and it notifies the applicable Indemnifying Party of the commencement thereof, the applicable Indemnifying Party shall be entitled to participate therein and, to the extent that, by written notice delivered to the Indemnified Party indemnified party promptly after receiving the aforesaid notice from such Indemnified Partyindemnified party, the applicable Indemnifying Party elects to assume the defense thereof, it may participate do so with counsel reasonably satisfactory to such Indemnified Partyindemnified party; provided, however, that if the defendants in any such action include both the Indemnified Party indemnified party and the applicable Indemnifying Party and the Indemnified Party indemnified party or parties shall reasonably have concluded that there may be legal defenses available to it or them and/or other Indemnified Parties indemnified parties that are different from or additional to those available to the applicable Indemnifying Party, or if the use of counsel chosen by the Indemnifying Party to represent the Indemnified Parties would present such counsel with a conflict of interest, the Indemnified Party indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Party indemnified party or parties. Upon receipt of notice from the applicable Indemnifying Party to such Indemnified Party indemnified party of its election so to assume the defense of such action and approval by the Indemnified Party indemnified party of such counsel, the applicable Indemnifying Party shall not be liable to such Indemnified Party indemnified party under this paragraph for any legal or other expenses subsequently incurred by such Indemnified Party indemnified party in connection with the defense thereof, unless (i) the Indemnified Party indemnified party shall have employed separate counsel (plus any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence, (ii) the applicable Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party indemnified party to represent the Indemnified Party indemnified party within a reasonable time after notice of commencement of the action or (iii) the applicable Indemnifying Party shall have authorized in writing the employment of counsel for the Indemnified Party indemnified party at the expense of the applicable Indemnifying Party. No party shall be liable for contribution with respect to any action or claim settled without its consent, which consent shall not be unreasonably withheld. In no event shall the applicable Indemnifying Party be liable for the fees and expenses of more than one counsel representing the indemnified parties (in addition to any local counsel) separate from its own counsel for all Indemnified Parties indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.

Notification; Procedural Matters. Promptly after receipt by an Indemnified Party any indemnified party under Section 3.1 of notice of any claim or the commencement of any action, such Indemnified Party indemnified party shall, if a claim in respect thereof is to be made against the Indemnifying Party (or if a claim for contribution is to be made against another party) any indemnifying party under Section 3.1, notify the Indemnifying Party (or other contributing party) indemnifying party in writing of the claim or the commencement of such that action; provided, however, that the failure to notify the Indemnifying Party (or other contributing party) indemnifying party shall not relieve it from any liability which it may have under Section 3.1 except to the extent it has been materially prejudiced by such failure; and provided, provided further, however, that the failure to notify the Indemnifying Party indemnifying party shall not relieve it from any liability which it may have to any Indemnified Party (or to the indemnified party requesting contribution) otherwise than under Section 3.1. In case any such action is brought against any Indemnified Party indemnified party and it notifies the Indemnifying Party indemnifying party of the commencement thereof, the Indemnifying Party indemnifying party shall be entitled to participate therein and, to the extent that, by written notice delivered to the Indemnified Party indemnified party promptly after receiving the aforesaid notice from such Indemnified Partyindemnified party, the Indemnifying Party indemnifying party elects to assume the defense thereof, it may participate with counsel reasonably satisfactory to such Indemnified Partyindemnified party; provided, however, that if the defendants in any such action include both the Indemnified Party indemnified party and the Indemnifying Party indemnifying party and the Indemnified Party indemnified party or parties shall reasonably have concluded that there may be legal defenses available to it or them and/or other Indemnified Parties indemnified parties that are different from or additional to those available to the Indemnifying Party, or if the use of counsel chosen by the Indemnifying Party to represent the Indemnified Parties would present such counsel with a conflict of interestindemnifying party, the Indemnified Party indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Party indemnified party or parties. Upon receipt of notice from the Indemnifying Party indemnifying party to such Indemnified Party indemnified party of its election so to assume the defense of such action and approval by the Indemnified Party indemnified party of such counsel, the Indemnifying Party indemnifying party shall not be liable to such Indemnified Party indemnified party under this paragraph for any legal or other expenses subsequently incurred by such Indemnified Party indemnified party in connection with the defense thereof, unless (i) the Indemnified Party indemnified party shall have employed separate counsel (plus any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence, (ii) the Indemnifying Party indemnifying party shall not have employed counsel reasonably satisfactory to the Indemnified Party indemnified party to represent the Indemnified Party indemnified party within a reasonable time after notice of commencement of the action or (iii) the Indemnifying Party indemnifying party shall have authorized the employment of counsel for the Indemnified Party indemnified party at the expense of the Indemnifying Partyindemnifying party. No party shall be liable for contribution with respect to any action or claim settled without its consent, which consent shall not be unreasonably withheld. In no event shall the Indemnifying Party indemnifying party be liable for the fees and expenses of more than one counsel (in addition to any local counsel) representing an indemnified party separate from its own counsel for all Indemnified Parties indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.

Notification; Procedural Matters. Promptly after receipt by an Indemnified Party any indemnified party under Section 3.1 of notice of any claim or the commencement of any action, such Indemnified Party indemnified party shall, if a claim in respect thereof is to be made against the Indemnifying Party (or if a claim for contribution is to be made against another party) any indemnifying party under Section 3.1, notify the Indemnifying Party (or other contributing party) indemnifying party in writing of the claim or the commencement of such that action; provided, however, that the failure to notify the Indemnifying Party (or other contributing party) indemnifying party shall not relieve it from any liability which it may have under Section 3.1 except to the extent it has been materially prejudiced by such failure; and provided, provided further, however, that the failure to notify the Indemnifying Party indemnifying party shall not relieve it from any liability which it may have to any Indemnified Party (or to the indemnified party requesting contribution) otherwise other than under Section 3.1. In case any such action is brought against any Indemnified Party indemnified party and it notifies the Indemnifying Party indemnifying party of the commencement thereof, the Indemnifying Party indemnifying party shall be entitled to participate therein and, to the extent that, by written notice delivered to the Indemnified Party indemnified party promptly after receiving the aforesaid notice from such Indemnified Partyindemnified party, the Indemnifying Party indemnifying party elects to assume the defense thereof, it may participate with counsel reasonably satisfactory to such Indemnified Partyindemnified party; provided, however, that if the defendants in any such action include both the Indemnified Party indemnified party and the Indemnifying Party indemnifying party and the Indemnified Party indemnified party or parties shall reasonably have concluded that there may be legal defenses available to it or them and/or other Indemnified Parties indemnified parties that are different from or additional to those available to the Indemnifying Party, or if the use of counsel chosen by the Indemnifying Party to represent the Indemnified Parties would present such counsel with a conflict of interestindemnifying party, the Indemnified Party indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Party indemnified party or parties. Upon receipt of notice from the Indemnifying Party indemnifying party to such Indemnified Party indemnified party of its election so to assume the defense of such action and approval by the Indemnified Party indemnified party of such counsel, the Indemnifying Party indemnifying party shall not be liable to such Indemnified Party indemnified party under this paragraph for any legal or other expenses subsequently incurred by such Indemnified Party indemnified party in connection with the defense thereof, unless (i) the Indemnified Party indemnified party shall have employed separate counsel (plus any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence, (ii) the Indemnifying Party indemnifying party shall not have employed counsel reasonably satisfactory to the Indemnified Party indemnified party to represent the Indemnified Party indemnified party within a reasonable time after notice of commencement of the action or (iii) the Indemnifying Party indemnifying party shall have authorized the employment of counsel for the Indemnified Party indemnified party at the expense of the Indemnifying Partyindemnifying party. No party shall be liable for contribution with respect to any action or claim settled without its consent, which consent shall not be unreasonably withheld. In no event shall the Indemnifying Party indemnifying party be liable for the fees and expenses of more than one counsel (in addition to any local counsel) representing an indemnified party separate from its own counsel for all Indemnified Parties indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.

Notification; Procedural Matters. Promptly after receipt by an Indemnified Party indemnified party under Section 3.1 3.01 of notice of any claim or the commencement of any action, such Indemnified Party indemnified party shall, if a claim in respect thereof is to be made against the Indemnifying Party (or if a claim for contribution is to be made against another party) indemnifying party under Section 3.13.01, notify the Indemnifying Party indemnifying party (or other contributing party) in writing of the claim or the commencement of such action; provided, however, that the failure to notify the Indemnifying Party indemnifying party (or other contributing party) shall not relieve it from any liability which it may have under Section 3.1 3.01 except to the extent it has been materially prejudiced by such failure; and provided, provided further, however, that the failure to notify the Indemnifying Party indemnifying party shall not relieve it from any liability which it may have to any Indemnified Party (or to the indemnified party requesting contribution) otherwise than under Section 3.13.01. In case any such action is brought against any Indemnified Party indemnified party and it notifies the Indemnifying Party indemnifying party of the commencement thereof, the Indemnifying Party indemnifying party shall be entitled to participate therein and, to the extent that, by written notice delivered to the Indemnified Party indemnified party promptly after receiving the aforesaid notice from such Indemnified Partyindemnified party, the Indemnifying Party indemnifying party elects to assume the defense thereof, it may participate with counsel reasonably satisfactory to such Indemnified Partyindemnified party; provided, however, that if the defendants in any such action include both the Indemnified Party indemnified party and the Indemnifying Party indemnifying party and the Indemnified Party indemnified party or parties shall reasonably have concluded that there may be legal defenses available to it or them and/or other Indemnified Parties indemnified parties that are different from or additional to those available to the Indemnifying Party, or if the use of counsel chosen by the Indemnifying Party to represent the Indemnified Parties would present such counsel with a conflict of interestindemnifying party, the Indemnified Party indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Party indemnified party or parties. Upon receipt of notice from the Indemnifying Party indemnifying party to such Indemnified Party indemnified party of its election so to assume the defense of such action and approval by the Indemnified Party indemnified party of such counsel, the Indemnifying Party indemnifying party shall not be liable to such Indemnified Party indemnified party under this paragraph for any legal or other expenses subsequently incurred by such Indemnified Party indemnified party in connection with the defense thereof, unless (i) the Indemnified Party indemnified party shall have employed separate counsel (plus any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence, (ii) the Indemnifying Party indemnifying party shall not have employed counsel reasonably satisfactory to the Indemnified Party indemnified party to represent the Indemnified Party indemnified party within a reasonable time after notice of commencement of the action or (iii) the Indemnifying Party indemnifying party shall have authorized the employment of counsel for the Indemnified Party indemnified party at the expense of the Indemnifying Partyindemnifying party. No party shall be liable for contribution with respect to any action or claim settled without its consent, which consent shall not be unreasonably withheld. In no event shall the Indemnifying Party indemnifying party be liable for the fees and expenses of more than one counsel representing the indemnified parties (in addition to any local counsel) separate from its own counsel for all Indemnified Parties indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.

Notification; Procedural Matters. Promptly after receipt by an Indemnified Party indemnified party under Section 3.1 hereof of notice of any claim or the commencement of any action, such Indemnified Party indemnified party shall, if a claim in respect thereof is to be made against the Indemnifying Party (or if a claim for contribution is to be made against another party) under Section 3.13.1 hereof, notify the Indemnifying Party (or other contributing party) in writing of the claim or commencement thereof; but the commencement of such action; provided, however, that the failure omission so to notify the Indemnifying Party (or other contributing party) shall not relieve it from any liability which it may have under Section 3.1 except to the extent it has been materially prejudiced by such failure; and provided, further, however, that the failure to notify the Indemnifying Party shall not relieve it from any liability which it may have to any Indemnified Party indemnified party (or to the party requesting contribution) otherwise than under Section 3.13.1 hereof. In case any such action is brought against any Indemnified Party indemnified party and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate therein and, to the extent that, by written notice delivered to the Indemnified Party indemnified party promptly after receiving the aforesaid notice from such Indemnified Partyindemnified party, the Indemnifying Party elects to assume the defense thereof, it may participate with counsel reasonably satisfactory to such Indemnified Partyindemnified party; provided, however, that if the defendants in any such action include both the Indemnified Party indemnified party and the Indemnifying Party and the Indemnified Party indemnified party or parties shall reasonably have concluded that there may be legal defenses available to it or them and/or other Indemnified Parties indemnified parties that are different from or additional to those available to the Indemnifying Party, or if the use of counsel chosen by the Indemnifying Party to represent the Indemnified Parties would present such counsel with a conflict of interest, the Indemnified Party indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Party indemnified party or parties. Upon receipt of notice from the Indemnifying Party to such Indemnified Party indemnified party of its election so to assume the defense of such action and approval by the Indemnified Party indemnified party of such counsel, the Indemnifying Party shall not be liable to such Indemnified Party indemnified party under this paragraph for any legal or other expenses subsequently incurred by such Indemnified Party indemnified party in connection with the defense thereof, unless (i) the Indemnified Party indemnified party shall have employed separate counsel (plus any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence, (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party indemnified party to represent the Indemnified Party indemnified party within a reasonable time after notice of commencement of the action or (iii) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party indemnified party at the expense of the Indemnifying Party. No party shall be liable for contribution with respect to any action or claim settled without its consent, which consent shall not be unreasonably withheld. In no event shall the Indemnifying Party be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from its own counsel for all Indemnified Parties indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.

Notification; Procedural Matters. Promptly after receipt by an Indemnified Party indemnified party under Section 3.1 3.01 of notice of any claim or the commencement of any action, such Indemnified Party indemnified party shall, if a claim in respect thereof is to be made against the Indemnifying Party (or if a claim for contribution is to be made against another party) any indemnifying party under Section 3.13.01, notify the Indemnifying Party indemnifying party (or other contributing party) in writing of the claim or the commencement of such action; provided, however, that the failure to notify the Indemnifying Party indemnifying party (or other contributing party) shall not relieve it from any liability which it may have under Section 3.1 3.01 except to the extent it has been materially prejudiced by such failure; and provided, provided further, however, that the failure to notify the Indemnifying Party indemnifying party shall not relieve it from any liability which it may have to any Indemnified Party (or to the indemnified party requesting contribution) otherwise than under Section 3.13.01. In case any such action is brought against any Indemnified Party indemnified party and it notifies the Indemnifying Party indemnifying party of the commencement thereof, the Indemnifying Party indemnifying party shall be entitled to participate therein and, to the extent that, by written notice delivered to the Indemnified Party indemnified party promptly after receiving the aforesaid notice from such Indemnified Partyindemnified party, the Indemnifying Party indemnifying party elects to assume the defense thereof, it may participate with counsel reasonably satisfactory to such Indemnified Partyindemnified party; provided, however, that if the defendants in any such action include both the Indemnified Party indemnified party and the Indemnifying Party indemnifying party and the Indemnified Party indemnified party or parties shall reasonably have concluded that there may be legal defenses available to it or them and/or other Indemnified Parties indemnified parties that are different from or additional to those available to the Indemnifying Party, or if the use of counsel chosen by the Indemnifying Party to represent the Indemnified Parties would present such counsel with a conflict of interestindemnifying party, the Indemnified Party indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Party indemnified party or parties. Upon receipt of notice from the Indemnifying Party indemnifying party to such Indemnified Party indemnified party of its election so to assume the defense of such action and approval by the Indemnified Party indemnified party of such counsel, the Indemnifying Party indemnifying party shall not be liable to such Indemnified Party indemnified party under this paragraph for any legal or other expenses subsequently incurred by such Indemnified Party indemnified party in connection with the defense thereof, unless (i) the Indemnified Party indemnified party shall have employed separate counsel (plus any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence, (ii) the Indemnifying Party indemnifying party shall not have employed counsel reasonably satisfactory to the Indemnified Party indemnified party to represent the Indemnified Party indemnified party within a reasonable time after notice of commencement of the action or (iii) the Indemnifying Party indemnifying party shall have authorized the employment of counsel for the Indemnified Party indemnified party at the expense of the Indemnifying Partyindemnifying party. No party shall be liable for contribution with respect to any action or claim settled without its consent, which consent shall not be unreasonably withheld. In no event shall the Indemnifying Party indemnifying party be liable for the fees and expenses of more than one counsel representing the indemnified parties (in addition to any local counsel) separate from its own counsel for all Indemnified Parties indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.

Notification; Procedural Matters. Promptly after receipt by an Indemnified Party under Section 3.1 3.01 of notice of any claim or the commencement of any action, such Indemnified Party shall, if a claim in respect thereof is to be made against the an Indemnifying Party (or if a claim for contribution is to be made against another party) under Section 3.13.01, notify the Indemnifying Party (or other contributing party) in writing of the claim or the commencement of such action; provided, however, that the failure to notify the Indemnifying Party (or other contributing party) shall not relieve it from any liability which it may have under Section 3.1 3.01 except to the extent it has been materially prejudiced by such failure; and provided, provided further, however, that the failure to notify the Indemnifying Party shall not relieve it from any liability which it may have to any Indemnified Party (or to the party requesting contribution) otherwise than under Section 3.13.01. In case any such action is brought against any Indemnified Party and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate therein and, to the extent that, by written notice delivered to the Indemnified Party promptly after receiving the aforesaid notice from such Indemnified Party, the Indemnifying Party elects to assume the defense thereof, it may participate with counsel reasonably satisfactory to such Indemnified Party; provided, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party or parties shall reasonably have concluded that there may be legal defenses available to it or them and/or other Indemnified Parties that are different from or additional to those available to the Indemnifying Party, or if the use of counsel chosen by the Indemnifying Party to represent the Indemnified Parties would present such counsel with a conflict of interest, the Indemnified Party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Party or parties. Upon receipt of notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense of such action and approval by the Indemnified Party of such counsel, the Indemnifying Party shall not be liable to such Indemnified Party under this paragraph for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, unless (i) the Indemnified Party shall have employed separate counsel (plus any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence, (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of commencement of the action or (iii) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. No party shall be liable for indemnity or contribution with respect to any action or claim settled without its consent, which consent shall not be unreasonably withheld. In no event shall the Indemnifying Party be liable for the fees and expenses of more than one counsel representing the Indemnified Parties (in addition to any local counsel) separate from its own counsel for all Indemnified Parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.

Notification; Procedural Matters. Promptly after receipt by an Indemnified Party indemnified party under Section 3.1 hereof of notice of any claim or the commencement of any action, such Indemnified Party indemnified party shall, if a claim in respect thereof is to be made against the Indemnifying Party indemnifying party (or if a claim for contribution is to be made against another party) under Section 3.13.1 hereof, notify the Indemnifying Party indemnifying party (or other contributing party) in writing of the claim or commencement thereof; but the commencement of such action; provided, however, that the failure omission so to notify the Indemnifying Party indemnifying party (or other contributing party) shall not relieve it from any liability which it may have under Section 3.1 except to the extent it has been materially prejudiced by such failure; and provided, further, however, that the failure to notify the Indemnifying Party shall not relieve it from any liability which it may have to any Indemnified Party indemnified party (or to the party requesting contribution) otherwise than under Section 3.13.1 hereof. In case any such action is brought against any Indemnified Party indemnified party and it notifies the Indemnifying Party indemnifying party of the commencement thereof, the Indemnifying Party indemnifying party shall be entitled to participate therein and, to the extent that, by written notice delivered to the Indemnified Party indemnified party promptly after receiving the aforesaid notice from such Indemnified Partyindemnified party, the Indemnifying Party indemnifying party elects to assume the defense thereof, it may participate with counsel reasonably satisfactory to such Indemnified Partyindemnified party; provided, however, that if the defendants in any such action include both the Indemnified Party indemnified party and the Indemnifying Party indemnifying party and the Indemnified Party indemnified party or parties shall reasonably have concluded that there may be legal defenses available to it or them and/or other Indemnified Parties indemnified parties that are different from or additional to those available to the Indemnifying Party, or if the use of counsel chosen by the Indemnifying Party to represent the Indemnified Parties would present such counsel with a conflict of interestindemnifying party , the Indemnified Party indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Party indemnified party or parties. Upon receipt of notice from the Indemnifying Party indemnifying party to such Indemnified Party indemnified party of its election so to assume the defense of such action and approval by the Indemnified Party indemnified party of such counsel, the Indemnifying Party indemnifying party shall not be liable to such Indemnified Party indemnified party under this paragraph for any legal or other expenses subsequently incurred by such Indemnified Party indemnified party in connection with the defense thereof, unless (i) the Indemnified Party indemnified party shall have employed separate counsel (plus any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence, (ii) the Indemnifying Party indemnifying party shall not have employed counsel reasonably satisfactory to the Indemnified Party indemnified party to represent the Indemnified Party indemnified party within a reasonable time after notice of commencement of the action or (iii) the Indemnifying Party indemnifying party shall have authorized the employment of counsel for the Indemnified Party indemnified party at the expense of the Indemnifying Partyindemnifying party. No party shall be liable for contribution with respect to any action or claim settled without its consent, which consent shall not be unreasonably withheld. In no event shall the Indemnifying Party indemnifying party be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from its own counsel for all Indemnified Parties indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.

Notification; Procedural Matters. Promptly after receipt by an Indemnified Party any indemnified party under Section 3.1 3.01 of notice of any claim or the commencement of any action, such Indemnified Party indemnified party shall, if a claim in respect thereof is to be made against the Indemnifying Party (or if a claim for contribution is to be made against another party) any indemnifying party under Section 3.13.01, notify the Indemnifying Party (or other contributing party) indemnifying party in writing of the claim or the commencement of such that action; provided, however, that the failure to notify the Indemnifying Party (or other contributing party) indemnifying party shall not relieve it from any liability which it may have under Section 3.1 3.01 except to the extent it has been materially prejudiced by such failure; and provided, provided further, however, that the Indemnification Agreement failure to notify the Indemnifying Party indemnifying party shall not relieve it from any liability which it may have to any Indemnified Party (or to the indemnified party requesting contribution) otherwise than under Section 3.13.01. In case any such action is brought against any Indemnified Party indemnified party and it notifies the Indemnifying Party indemnifying party of the commencement thereof, the Indemnifying Party indemnifying party shall be entitled to participate therein and, to the extent that, by written notice delivered to the Indemnified Party indemnified party promptly after receiving the aforesaid notice from such Indemnified Partyindemnified party, the Indemnifying Party indemnifying party elects to assume the defense thereof, it may participate with counsel reasonably satisfactory to such Indemnified Partyindemnified party; provided, however, that if the defendants in any such action include both the Indemnified Party indemnified party and the Indemnifying Party indemnifying party and the Indemnified Party indemnified party or parties shall reasonably have concluded that there may be legal defenses available to it or them and/or other Indemnified Parties indemnified parties that are different from or additional to those available to the Indemnifying Party, or if the use of counsel chosen by the Indemnifying Party to represent the Indemnified Parties would present such counsel with a conflict of interestindemnifying party, the Indemnified Party indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Party indemnified party or parties. Upon receipt of notice from the Indemnifying Party indemnifying party to such Indemnified Party indemnified party of its election so to assume the defense of such action and approval by the Indemnified Party indemnified party of such counsel, the Indemnifying Party indemnifying party shall not be liable to such Indemnified Party indemnified party under this paragraph for any legal or other expenses subsequently incurred by such Indemnified Party indemnified party in connection with the defense thereof, unless (ia) the Indemnified Party indemnified party shall have employed separate counsel (plus any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence, (iib) the Indemnifying Party indemnifying party shall not have employed counsel reasonably satisfactory to the Indemnified Party indemnified party to represent the Indemnified Party indemnified party within a reasonable time after notice of commencement of the action or (iiic) the Indemnifying Party indemnifying party shall have authorized the employment of counsel for the Indemnified Party indemnified party at the expense of the Indemnifying Partyindemnifying party. No party shall be liable for contribution with respect to any action or claim settled without its consent, which consent shall not be unreasonably withheld. In no event shall the Indemnifying Party indemnifying party be liable for the fees and expenses of more than one counsel (in addition to any local counsel) representing an indemnified party separate from its own counsel for all Indemnified Parties indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.

Notification; Procedural Matters. (a) Promptly after receipt by an Indemnified Party indemnified party under Section 3.1 hereof of notice of any claim or the commencement of any action, such Indemnified Party indemnified party shall, if a claim in respect thereof is to be made against the Indemnifying Party indemnifying party (or if a claim for contribution is to be made against another party) under Section 3.13.1 hereof, notify the Indemnifying Party indemnifying party (or other contributing party) in writing of the claim or commencement thereof and the commencement nature of such actionthe claim; provided, however, that but the failure omission so to notify the Indemnifying Party indemnifying party (or other contributing party) shall not relieve it from any liability which it may have under Section 3.1 except to the extent it has been materially prejudiced by such failure; and provided, further, however, that the failure to notify the Indemnifying Party shall not relieve it from any liability which it may have to any Indemnified Party indemnified party (or to the party requesting contribution) otherwise than under Section 3.13.1 hereof except to the extent that it has been materially prejudiced (through the forfeiture of substantial rights or defenses) by such failure. In case any such action is brought against any Indemnified Party indemnified party and it notifies the Indemnifying Party indemnifying party of the commencement thereof, the Indemnifying Party indemnifying party shall be entitled to participate therein and, to the extent that, by written notice delivered to the Indemnified Party indemnified party promptly after receiving the aforesaid notice from such Indemnified Partyindemnified party, the Indemnifying Party indemnifying party elects to assume the defense thereof, it may participate with counsel reasonably satisfactory to such Indemnified Partyindemnified party; provided, however, that if the defendants in any such action include both the Indemnified Party indemnified party and the Indemnifying Party indemnifying party and the Indemnified Party indemnified party or parties shall reasonably have concluded (i) that there may be legal defenses available to it or them and/or other Indemnified Parties indemnified parties that are different from or additional to those available to the Indemnifying Partyindemnifying party, (ii) a conflict or if the use potential conflict exists (based upon advice of counsel chosen to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party) or (iii) employment of counsel by the Indemnifying Party to represent indemnified party has been authorized in writing by the Indemnified Parties would present such counsel with a conflict of interestindemnifying party, the Indemnified Party indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Party indemnified party or parties. Upon receipt of notice from the Indemnifying Party indemnifying party to such Indemnified Party indemnified party of its election so to assume the defense of such action and approval by the Indemnified Party indemnified party of such counsel, the Indemnifying Party indemnifying party shall not be liable to such Indemnified Party indemnified party under this paragraph for any legal or other expenses subsequently incurred by such Indemnified Party indemnified party in connection with the defense thereofthereof (other than reasonable costs of investigation by the indemnified party undertaken with notice to and approval by the indemnifying party), unless (i) the Indemnified Party indemnified party shall have employed separate counsel (plus any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence, (ii) the Indemnifying Party indemnifying party shall not have employed counsel reasonably satisfactory to the Indemnified Party indemnified party to represent the Indemnified Party indemnified party within a reasonable time after notice of commencement of the action or (iii) the Indemnifying Party indemnifying party shall have authorized the employment of counsel for the Indemnified Party indemnified party at the expense of the Indemnifying Partyindemnifying party. Each indemnified party, as a condition of the indemnity agreements contained in Section 3.1 above, shall use all reasonable efforts to cooperate with the indemnifying party in the defense of any such action or claim. No party shall be liable for contribution with respect to any action or claim settled without its consent, which consent shall not be unreasonably withheld. In no event shall the Indemnifying Party indemnifying party be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from its own counsel for all Indemnified Parties indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall be liable for any settlement of any such action effected without its written consent, which shall not be unreasonably withheld, but if settled with its written consent or if there be a final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against all loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld), effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnification could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.

Notification; Procedural Matters. Promptly after receipt by an Indemnified Party under Section 3.1 of notice of any claim or the commencement of any action, such Indemnified Party shall, if a claim in respect thereof is to be made against the Indemnifying Party (or if a claim for contribution is to be made against another party) under Section 3.1, notify the Indemnifying Party (or other contributing party) in writing of the claim or the commencement of such action; provided, however, that the failure to notify the Indemnifying Party (or other contributing party) shall not relieve it from any liability which it may have under Section 3.1 except to the extent it has been materially prejudiced by such failure; and provided, further, however, that the failure to notify the Indemnifying Party shall not relieve it from any liability which it may have to any Indemnified Party (or to the party requesting contribution) otherwise than under Section 3.1. In case any such action is brought against any Indemnified Party and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate therein and, to the extent that, by written notice delivered to the Indemnified Party promptly after receiving the aforesaid notice from such Indemnified Party, the Indemnifying Party elects to assume the defense thereof, it may participate with counsel reasonably satisfactory to such Indemnified Party; provided, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party or parties shall reasonably have concluded that there may be legal defenses available to it or them and/or other Indemnified Parties that are different from or additional to those available to the Indemnifying Party, or if the use of counsel chosen by the Indemnifying Party to represent the Indemnified Parties would present such counsel with a conflict of interest, the Indemnified Party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Party or parties. Upon receipt of notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense of such action and approval by the Indemnified Party of such counsel, the Indemnifying Party shall not be liable to such Indemnified Party under this paragraph for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, unless (i) the Indemnified Party shall have employed separate counsel (plus any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence, (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of commencement of the action or (iii) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. No party shall be liable for contribution with respect to any action or claim settled without its consent, which consent shall not be unreasonably withheld. In no event shall the Indemnifying Party be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from its own counsel for all Indemnified Parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.

Notification; Procedural Matters. (a) Promptly after receipt by an Indemnified Party indemnified party under Section 3.1 3.01 of notice of any claim or the commencement of any action, such Indemnified Party indemnified party shall, if a claim in respect thereof is to be made against the Indemnifying Party indemnifying party (or if a claim for contribution is to be made against another party) under Section 3.13.01, notify the Indemnifying Party indemnifying party (or other contributing party) in writing of the claim or commencement thereof; but the commencement of such action; provided, however, that the failure omission so to notify the Indemnifying Party indemnifying party (or other contributing party) shall not relieve it from any liability which it may have under Section 3.1 except to the extent it has been materially prejudiced by such failure; and provided, further, however, that the failure to notify the Indemnifying Party shall not relieve it from any liability which it may have to any Indemnified Party indemnified party (or to the party requesting contribution) otherwise than under Section 3.13.01. In case any such action is shall be brought against any Indemnified Party indemnified party, and it such indemnified party notifies the Indemnifying Party indemnifying party of the commencement thereof, the Indemnifying Party indemnifying party shall be entitled to participate therein and, to the extent that, by written notice delivered to the Indemnified Party indemnified party promptly after receiving the aforesaid notice from such Indemnified Partyindemnified party, the Indemnifying Party indemnifying party elects to assume the defense thereof, it may participate (jointly with any other indemnifying party hereunder similarly notified) with counsel reasonably satisfactory to such Indemnified Partyindemnified party; provided, however, that if the defendants in any such action include both the Indemnified Party indemnified party and the Indemnifying Party indemnifying party and the Indemnified Party indemnified party or parties shall have reasonably have concluded that there may be legal defenses available to it or them and/or or other Indemnified Parties indemnified parties hereunder that are different from or additional to those available to the Indemnifying Party, or if the use of counsel chosen by the Indemnifying Party to represent the Indemnified Parties would present such counsel with a conflict of interestindemnifying party, the Indemnified Party indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Party indemnified party or parties. Upon receipt of notice from the Indemnifying Party indemnifying party to such Indemnified Party indemnified party of its election so to assume the defense of such action and approval by the Indemnified Party indemnified party of such counsel, the Indemnifying Party indemnifying party shall not be liable to such Indemnified Party indemnified party under this paragraph for any legal or other expenses subsequently incurred by such Indemnified Party indemnified party in connection with the defense thereof, unless (i) the Indemnified Party indemnified party shall have employed separate counsel (plus including any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence, (ii) the Indemnifying Party indemnifying party shall not have employed counsel reasonably satisfactory to the Indemnified Party indemnified party to represent the Indemnified Party indemnified party within a reasonable time after notice of commencement of the action or (iii) the Indemnifying Party shall have indemnifying party has authorized the employment of counsel for the Indemnified Party indemnified party at the expense of the Indemnifying Partyindemnifying party. No party shall be liable for contribution with respect to any action or claim settled without its consent, which consent shall not be unreasonably withheld. In no event shall the Indemnifying Party be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from its own counsel for all Indemnified Parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.

Notification; Procedural Matters. Promptly after receipt by an Indemnified Party under Section 3.1 3.01 of notice of any claim or the commencement of any action, such Indemnified Party shall, if a claim in respect thereof is to be made against the Indemnifying Party (or if a claim for contribution is to be made against another party) under Section 3.13.01, notify the Indemnifying Party (or other contributing party) in writing of the claim or the commencement of such action; provided, however, that the failure to notify the Indemnifying Party (or other contributing party) shall not relieve it from any liability which it may have under Section 3.1 3.01 except to the extent it has been materially prejudiced by such failure; and provided, provided further, however, that the failure to notify the Indemnifying Party shall not relieve it from any liability which it may have to any Indemnified Party (or to the party requesting contribution) otherwise than under Section 3.13.01. In case any such action is brought against any Indemnified Party and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate therein and, to the extent that, by written notice delivered to the Indemnified Party promptly after receiving the aforesaid notice from such Indemnified Party, the Indemnifying Party elects to assume the defense thereof, it may participate with counsel reasonably satisfactory to such Indemnified Party; provided, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party or parties shall reasonably have concluded that there may be legal defenses available to it or them and/or other Indemnified Parties that are different from or additional to those available to the Indemnifying Party, or if the use of counsel chosen by the Indemnifying Party to represent the Indemnified Parties would present such counsel with a conflict of interest, the Indemnified Party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Party or parties. Upon receipt of notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense of such action and approval by the Indemnified Party of such counsel, the Indemnifying Party shall not be liable to such Indemnified Party under this paragraph for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, unless (i) the Indemnified Party shall have employed separate counsel (plus any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence, (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of commencement N-4 of the action or (iii) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. No party shall be liable for contribution with respect to any action or claim settled without its consent, which consent shall not be unreasonably withheld. In no event shall the Indemnifying Party be liable for the fees and expenses of more than one counsel representing the Indemnified Parties (in addition to any local counsel) separate from its own counsel for all Indemnified Parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.

Notification; Procedural Matters. Promptly after receipt by an Indemnified Party indemnified party under Section 3.1 hereof of notice of any claim or the commencement of any action, such Indemnified Party indemnified party shall, if a claim in respect thereof is to be made against the Indemnifying Party CHL (or if a claim for contribution is to be made against another party) under Section 3.13.1 hereof, notify the Indemnifying Party CHL (or other contributing party) in writing of the claim or commencement thereof; but the commencement of such action; provided, however, that the failure omission so to notify the Indemnifying Party CHL (or other contributing party) shall not relieve it from any liability which it may have under Section 3.1 except to the extent it has been materially prejudiced by such failure; and provided, further, however, that the failure to notify the Indemnifying Party shall not relieve it from any liability which it may have to any Indemnified Party indemnified party (or to the party requesting contribution) otherwise than under Section 3.13.1 hereof. In case any such action is brought against any Indemnified Party indemnified party and it notifies the Indemnifying Party CHL of the commencement thereof, the Indemnifying Party CHL shall be entitled to participate therein and, to the extent that, by written notice delivered to the Indemnified Party indemnified party promptly after receiving the aforesaid notice from such Indemnified Partyindemnified party, the Indemnifying Party CHL elects to assume the defense thereof, it may participate with counsel reasonably satisfactory to such Indemnified Partyindemnified party; provided, however, that if the defendants in any such action include both the Indemnified Party indemnified party and CHL and the Indemnifying Party and the Indemnified Party indemnified party or parties shall reasonably have concluded that there may be legal defenses available to it or them and/or other Indemnified Parties indemnified parties that are different from or additional to those available to the Indemnifying Party, or if the use of counsel chosen by the Indemnifying Party to represent the Indemnified Parties would present such counsel with a conflict of interestCHL, the Indemnified Party indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Party indemnified party or parties. Upon receipt of notice from the Indemnifying Party CHL to such Indemnified Party indemnified party of its election so to assume the defense of such action and approval by the Indemnified Party indemnified party of such counsel, the Indemnifying Party CHL shall not be liable to such Indemnified Party indemnified party under this paragraph for any legal or other expenses subsequently incurred by such Indemnified Party indemnified party in connection with the defense thereof, unless (i) the Indemnified Party indemnified party shall have employed separate counsel (plus any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence, (ii) the Indemnifying Party CHL shall not have employed counsel reasonably satisfactory to the Indemnified Party indemnified party to represent the Indemnified Party indemnified party within a reasonable time after notice of commencement of the action or (iii) the Indemnifying Party CHL shall have authorized the employment of counsel for the Indemnified Party indemnified party at the expense of the Indemnifying PartyCHL. No party shall be liable for contribution with respect to any action or claim settled without its consent, which consent shall not be unreasonably withheld. In no event shall the Indemnifying Party CHL be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from its own counsel for all Indemnified Parties indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.

Notification; Procedural Matters. Promptly after receipt by an Indemnified Party indemnified party under Section 3.1 of notice of any claim or the commencement of any action, such Indemnified Party indemnified party shall, if a claim in respect thereof is to be made against the Indemnifying Party indemnifying party (or if a claim for contribution is to be made against another party) under Section 3.13.1 hereof, notify the Indemnifying Party indemnifying party (or other contributing party) in writing of the claim or commencement thereof; but the commencement of such action; provided, however, that the failure omission so to notify the Indemnifying Party indemnifying party (or other contributing party) shall not relieve it from any liability which it may have under Section 3.1 except to any indemnified party (or to the party requesting contribution), unless, and only to the extent it that, such indemnified party has been materially prejudiced by actual notice of such failureaction and, such omission results in the forfeiture of substantive rights or defenses of the indemnifying party; and provided, provided further, however, that the failure to notify the Indemnifying Party indemnifying party shall not relieve it the indemnifying party from any liability which it may have to any Indemnified Party (or to the indemnified party requesting contribution) otherwise than under Section 3.1. In case any such action is brought against any Indemnified Party indemnified party and it notifies the Indemnifying Party indemnifying party of the commencement thereof, the Indemnifying Party indemnifying party shall be entitled to participate therein and, to the extent that, by written notice delivered to the Indemnified Party indemnified party promptly after receiving the aforesaid notice from such Indemnified Partyindemnified party, the Indemnifying Party indemnifying party elects to assume the defense thereof, it may participate (jointly with any other indemnifying party similarly notified) with counsel reasonably satisfactory to such Indemnified Partyindemnified party; provided, however, that if the defendants in any such action include both the Indemnified Party indemnified party and the Indemnifying Party indemnifying party and the Indemnified Party indemnified party or parties shall reasonably have concluded that there may be legal defenses available to it or them and/or other Indemnified Parties indemnified parties that are different from or additional to those available to the Indemnifying Party, or if the use of counsel chosen by the Indemnifying Party to represent the Indemnified Parties would present such counsel with a conflict of interestindemnifying party, the Indemnified Party indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Party indemnified party or parties. Upon receipt of notice from the Indemnifying Party indemnifying party to such Indemnified Party indemnified party of its election so to assume the defense of such action and approval by the Indemnified Party indemnified party of such counsel, the Indemnifying Party indemnifying party shall not be liable to such Indemnified Party indemnified party under this paragraph for any legal or other expenses subsequently incurred by such Indemnified Party indemnified party in connection with the defense thereof, unless (i) the Indemnified Party indemnified party shall have employed separate counsel (plus any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence, (ii) the Indemnifying Party indemnifying party shall not have employed counsel reasonably satisfactory to the Indemnified Party indemnified party to represent the Indemnified Party indemnified party within a reasonable time after notice of commencement of the action or (iii) the Indemnifying Party indemnifying party shall have authorized the employment of counsel for the Indemnified Party indemnified party at the expense of the Indemnifying Partyindemnifying party. No party shall be liable for contribution with respect to any action or claim settled without its consent, which consent shall not be unreasonably withheld. In no event shall the Indemnifying Party indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from its their own counsel for all Indemnified Parties indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.

Notification; Procedural Matters. Promptly after receipt by an Indemnified Party indemnified party under Section 3.1 3.01 of notice of any claim or the commencement of any action, such Indemnified Party indemnified party shall, if a claim in respect thereof is to be made against the Indemnifying Party (or if a claim for contribution is to be made against another party) indemnifying party under Section 3.13.01, notify the Indemnifying Party indemnifying party (or other contributing party) in writing of the claim or the commencement of such action; provided, however, that the failure to notify the Indemnifying Party indemnifying party (or other contributing party) shall not relieve it from any liability which it may have under Section 3.1 3.01 except to the extent it has been materially prejudiced by such failure; and provided, provided further, however, that the failure to notify the Indemnifying Party indemnifying party shall not relieve it from any liability which it may have to any Indemnified Party (or to the indemnified party requesting contribution) otherwise than under Section 3.13.01. In case any such action is brought against any Indemnified Party indemnified party and it notifies the Indemnifying Party indemnifying party of the commencement thereof, the Indemnifying Party indemnifying party shall be entitled to participate therein and, to the extent that, by written notice delivered to the Indemnified Party indemnified party promptly after receiving the aforesaid notice from such Indemnified Partyindemnified party, the Indemnifying Party indemnifying party elects to assume the defense thereof, it may participate with counsel reasonably satisfactory to such Indemnified Partyindemnified party; provided, however, that if the defendants in any such action include both the Indemnified Party indemnified party and the Indemnifying Party indemnifying party and the Indemnified Party indemnified party or parties shall reasonably have concluded that there may be legal defenses available to it or them and/or other Indemnified Parties indemnified parties that are different from or additional to those available to the Indemnifying Party, or if the use of counsel chosen by the Indemnifying Party to represent the Indemnified Parties would present such counsel with a conflict of interestindemnifying party, the Indemnified Party indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Party indemnified party or parties. Upon receipt of notice from the Indemnifying Party indemnifying party to such Indemnified Party indemnified party of its election so to assume the defense of such action and approval by the Indemnified Party indemnified party of such counsel, the Indemnifying Party indemnifying party shall not be liable to such Indemnified Party indemnified party under this paragraph for any legal or other expenses subsequently incurred by such Indemnified Party indemnified party in connection with the defense thereof, unless (i) the Indemnified Party indemnified party shall have employed separate counsel (plus any local counsel) in connection with the assertion of legal Exh. 12-4 defenses in accordance with the proviso to the immediately preceding sentence, (ii) the Indemnifying Party indemnifying party shall not have employed counsel reasonably satisfactory to the Indemnified Party indemnified party to represent the Indemnified Party indemnified party within a reasonable time after notice of commencement of the action or (iii) the Indemnifying Party indemnifying party shall have authorized the employment of counsel for the Indemnified Party indemnified party at the expense of the Indemnifying Partyindemnifying party. No party shall be liable for contribution with respect to any action or claim settled without its consent, which consent shall not be unreasonably withheld. In no event shall the Indemnifying Party indemnifying party be liable for the fees and expenses of more than one counsel representing the indemnified parties (in addition to any local counsel) separate from its own counsel for all Indemnified Parties indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.

Notification; Procedural Matters. Promptly after receipt by an Indemnified Party indemnified party under Section 3.1 of notice of any claim or the commencement of any action, such Indemnified Party indemnified party shall, if a claim in respect thereof is to be made against the Indemnifying Party indemnifying party (or if a claim for contribution is to be made against another party) under Section 3.13.1 hereof, notify the Indemnifying Party indemnifying party (or other contributing party) in writing of the claim or the commencement of such actionthereof; provided, however, that but the failure omission to so notify the Indemnifying Party indemnifying party (or other contributing party) shall not relieve it from any liability which it may have under Section 3.1 except to the extent it has been materially prejudiced by such failure; and provided, further, however, that the failure to notify the Indemnifying Party shall not relieve it from any liability which it may have to any Indemnified Party indemnified party (or to the party requesting contribution) otherwise than under Section 3.13.1 hereof, except to the extent that it has been materially prejudiced by such failure. In case any such action is brought against any Indemnified Party indemnified party and it notifies the Indemnifying Party indemnifying party of the commencement thereof, the Indemnifying Party indemnifying party shall be entitled to participate therein and, to the extent that, by written notice delivered to the Indemnified Party each indemnified party promptly after receiving the aforesaid notice from such Indemnified Partyan indemnified party, the Indemnifying Party indemnifying party elects to assume the defense thereof, it may participate (jointly with any other indemnifying party similarly notified) with counsel reasonably satisfactory to such Indemnified Partyeach indemnified party; provided, however, that if the defendants in any such action include both the Indemnified Party an indemnified party and the Indemnifying Party indemnifying party and the Indemnified Party indemnified party or parties shall reasonably have concluded that there may be legal defenses available to it or them and/or other Indemnified Parties indemnified parties that are different from or additional to those available to the Indemnifying Party, or if the use of counsel chosen by the Indemnifying Party to represent the Indemnified Parties would present such counsel with a conflict of interestindemnifying party, the Indemnified Party indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Party indemnified party or parties. Upon receipt of notice from the Indemnifying Party indemnifying party to such Indemnified Party indemnified party of its election so to assume the defense of such action and approval by the Indemnified Party indemnified party of such counsel, the Indemnifying Party indemnifying party shall not be liable to such Indemnified Party indemnified party under this paragraph for any legal or other expenses subsequently incurred by such Indemnified Party indemnified party in connection with the defense thereof, unless (i) the Indemnified Party such indemnified party shall have employed separate counsel (plus any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence, (ii) the Indemnifying Party indemnifying party shall not have employed counsel reasonably satisfactory to the Indemnified Party such indemnified party to represent the Indemnified Party such indemnified party within a reasonable time after notice of commencement of the action or (iii) the Indemnifying Party such indemnifying party shall have authorized the employment of counsel for the Indemnified Party such indemnified party at the expense of the Indemnifying Partyindemnifying party. No party shall be liable for contribution with respect to any action or claim settled without its consent, which consent shall not be unreasonably withheld. In no event shall the Indemnifying Party any indemnifying party be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from its own counsel for all Indemnified Parties indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought thereunder by such indemnified party, unless such settlement (i) does not include a statement as to or admission of, fault, culpability or a failure to act by or on behalf of any such indemnified party, and (ii) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.

Notification; Procedural Matters. Promptly after receipt by an Indemnified Party indemnified party under Section 3.1 of notice of any claim or the commencement of any action, such Indemnified Party indemnified party shall, if a claim in respect thereof is to be made against the Indemnifying Party indemnifying party (or if a claim for contribution is to be made against another party) under Section 3.13.1 hereof, notify the Indemnifying Party indemnifying party (or other contributing party) in writing of the claim or the commencement of such actionthereof; provided, however, that the failure but the-omission so to notify the Indemnifying Party indemnifying party (or other contributing party) shall not relieve it from any liability which it may have under Section 3.1 except to the extent it has been materially prejudiced by such failure; and provided, further, however, that the failure to notify the Indemnifying Party shall not relieve it from any liability which it may have to any Indemnified Party indemnified party (or to the party requesting contribution) otherwise than under Section 3.13.1 hereof. In case any such action is brought against any Indemnified Party indemnified party and it notifies the Indemnifying Party indemnifying party of the commencement thereof, the Indemnifying Party indemnifying party shall be entitled to participate therein and, to the extent that, by written notice delivered to the Indemnified Party indemnified party promptly after receiving the aforesaid notice from such Indemnified Partyindemnified party, the Indemnifying Party indemnifying party elects to assume the defense thereof, it may participate (jointly with any other indemnifying party similarly notified) with counsel reasonably satisfactory to such Indemnified Partyindemnified party; provided, however, that if the defendants in any such action include both the Indemnified Party indemnified party and the Indemnifying Party indemnifying party and the Indemnified Party indemnified party or parties shall reasonably have concluded that there may be legal defenses available to it or them and/or other Indemnified Parties indemnified parties that are different from or additional to those available to the Indemnifying Party, or if the use of counsel chosen by the Indemnifying Party to represent the Indemnified Parties would present such counsel with a conflict of interestindemnifying party, the Indemnified Party indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Party indemnified party or parties. Upon receipt of notice from the Indemnifying Party indemnifying party to such Indemnified Party indemnified party of its election so to assume the defense of such action and approval by the Indemnified Party indemnified party of such counsel, the Indemnifying Party indemnifying party shall not be liable to such Indemnified Party indemnified party under this paragraph for any legal or other expenses subsequently incurred by such Indemnified Party indemnified party in connection with the defense thereof, unless (i) the Indemnified Party indemnified party shall have employed separate counsel (plus any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence, (ii) the Indemnifying Party indemnifying party shall not have employed counsel reasonably satisfactory to the Indemnified Party indemnified party to represent the Indemnified Party indemnified party within a reasonable time after notice of commencement of the action or (iii) the Indemnifying Party indemnifying party shall have authorized the employment of counsel for the Indemnified Party indemnified party at the expense of the Indemnifying Partyindemnifying party. No party shall be liable for contribution with respect to any action or claim settled without its consent, which consent shall not be unreasonably withheld. In no event shall the Indemnifying Party indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from its their own counsel for all Indemnified Parties indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.

Notification; Procedural Matters. Promptly after receipt by an Indemnified Party under Section 3.1 of notice of any claim or the commencement of any action, such Indemnified Party shall, if a claim in respect thereof is to be made against the Indemnifying Party (or if a claim for contribution is to be made against another party) under Section 3.1, notify the Indemnifying Party (or other contributing party) in writing of the claim or the commencement of such action; provided, however, that the failure to notify the Indemnifying Party (or other contributing party) shall not relieve it from any liability which it may have under Section 3.1 except to the extent it has been materially prejudiced by such failure; and provided, further, however, that the failure to notify the Indemnifying Party shall not relieve it from any liability which it may have to any Indemnified Party (or to the party requesting contribution) otherwise than under Section 3.1. In case any such action is brought against any Indemnified Party and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate therein and, to the extent that, by written notice delivered to the Indemnified Party promptly after receiving the aforesaid notice from such Indemnified Party, the Indemnifying Party elects to assume the defense thereof, it may participate with counsel reasonably satisfactory to such Indemnified Party; provided, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party or parties shall reasonably have concluded that there may be legal defenses available to it or them and/or other Indemnified Parties that are different from or additional to those available to the Indemnifying Party, or if the use of counsel chosen by the Indemnifying Party to represent the Indemnified Parties would present such counsel with a conflict of interest, the Indemnified Party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Party or parties. Upon receipt of notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense of such action and approval by the Indemnified Party of such counsel, the Indemnifying Party shall not be liable to such Indemnified Party under this paragraph for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, unless (i) the Indemnified Party shall have employed separate counsel (plus any local counselcounsel reasonably necessary for the legal defense) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence, (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of commencement of the action or (iii) the Indemnifying Party shall have authorized in writing the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. No party shall be liable for contribution with respect to any action or claim settled without its written consent, which consent shall not be unreasonably withheld. In no event shall the Indemnifying Party be liable for the fees and expenses of more than one counsel (in addition to any local counselcounsel reasonably necessary for the legal defense) separate from its own counsel for all Indemnified Parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.

Notification; Procedural Matters. (a) Promptly after receipt by an Indemnified Party indemnified party under Section 3.1 of notice of any claim or the commencement of any action, such Indemnified Party indemnified party shall, if a claim in respect thereof is to be made against the Indemnifying Party indemnifying party (or if a claim for contribution is to be made against another party) under Section 3.1, notify the Indemnifying Party indemnifying party (or other contributing party) in writing of the claim or commencement thereof; but the commencement of such action; provided, however, that the failure omission so to notify the Indemnifying Party indemnifying party (or other contributing party) shall not relieve it from any liability which it may have under Section 3.1 except to the extent it has been materially prejudiced by such failure; and provided, further, however, that the failure to notify the Indemnifying Party shall not relieve it from any liability which it may have to any Indemnified Party indemnified party (or to the party requesting contribution) otherwise than under Section 3.1. In case any such action is brought against any Indemnified Party indemnified party and it notifies the Indemnifying Party indemnifying party of the commencement thereof, the Indemnifying Party indemnifying party shall be entitled to participate therein and, to the extent that, by written notice delivered to the Indemnified Party indemnified party promptly after receiving the aforesaid notice from such Indemnified Partyindemnified party, the Indemnifying Party indemnifying party elects to assume the defense thereof, it may participate (jointly with any other indemnifying party similarly notified) with counsel reasonably satisfactory to such Indemnified Partyindemnified party; provided, however, that if the defendants in any such action include both the Indemnified Party indemnified party and the Indemnifying Party indemnifying party and the Indemnified Party indemnified party or parties shall have reasonably have concluded that there may be legal defenses available to it or them and/or other Indemnified Parties indemnified parties that are different from or additional addi- tional to those available to the Indemnifying Party, or if the use of counsel chosen by the Indemnifying Party to represent the Indemnified Parties would present such counsel with a conflict of interestindemnifying party, the Indemnified Party indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Party indemnified party or parties. Upon receipt of notice from the Indemnifying Party indemnifying party to such Indemnified Party indemnified party of its election so to assume the defense of such action and approval by the Indemnified Party indemnified party of such counsel, the Indemnifying Party indemnifying party shall not be liable to such Indemnified Party indemnified party under this paragraph for any legal or other expenses subsequently incurred by such Indemnified Party indemnified party in connection with the defense thereof, unless (i) the Indemnified Party indemnified party shall have employed separate counsel (plus any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence, (ii) the Indemnifying Party indemnifying party shall not have employed counsel reasonably satisfactory to the Indemnified Party indemnified party to represent the Indemnified Party indemnified party within a reasonable time after notice of commencement of the action or (iii) the Indemnifying Party shall have indemnifying party has authorized the employment of counsel for the Indemnified Party indemnified party at the expense of the Indemnifying Partyindemnifying party. No party shall be liable for contribution with respect to any action or claim settled without its consent, which consent shall not be unreasonably withheld. In no event shall the Indemnifying Party be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from its own counsel for all Indemnified Parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.

Notification; Procedural Matters. Promptly after receipt by an Indemnified Party under Section 3.1 of notice of any claim or the commencement of any action, such Indemnified Party shall, if a claim in respect thereof is to be made against the Indemnifying Party (or if a claim for contribution is to be made against another party) under Section 3.1, notify the Indemnifying Party (or other contributing party) in writing of the claim or the commencement of such action; provided, however, that the failure to notify the Indemnifying Party (or other contributing party) shall not relieve it from any liability which it may have under Section 3.1 except to the extent it has been materially prejudiced by such failure; and provided, further, however, that the failure to notify the Indemnifying Party shall not relieve it from any liability which it may have to any Indemnified Party (or to the party requesting contribution) otherwise than under Section 3.1. In case any such action is brought against any Indemnified Party and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate therein and, to the extent that, by written notice delivered to the Indemnified Party promptly after receiving the aforesaid notice from such Indemnified Party, the Indemnifying Party elects to assume the defense thereof, it may participate with counsel reasonably satisfactory to such Indemnified Party (which counsel may be counsel to the Indemnifying Party); provided, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party or parties shall reasonably have concluded that there may be legal defenses available to it or them and/or other Indemnified Parties that are different from or additional to those available to the Indemnifying Party, or if the use of counsel chosen by the Indemnifying Party to represent the Indemnified Parties would present such counsel with a conflict of interest, the Indemnified Party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Party or parties. Upon receipt of notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense of such action and approval by the Indemnified Party of such counsel, the Indemnifying Party shall not be liable to such Indemnified Party under this paragraph for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, unless (i) the Indemnified Party shall have employed separate counsel (plus any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence, (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of commencement of the action or (iii) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. No party shall be liable for contribution with respect to any action or claim settled without its consent, which consent shall not be unreasonably withheld. In no event shall the Indemnifying Party be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from its own counsel for all Indemnified Parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.

Notification; Procedural Matters. Promptly after receipt by an Indemnified Party any indemnified party under Section 3.1 of notice of any claim or the commencement of any action, such Indemnified Party indemnified party shall, if a claim in respect thereof is to be made against the Indemnifying Party (or if a claim for contribution is to be made against another party) any indemnifying party under Section 3.1, notify the Indemnifying Party (or other contributing party) indemnifying party in writing of the claim or the commencement of such that action; provided, however, that the failure to notify the Indemnifying Party (or other contributing party) indemnifying party shall not relieve it from any liability which it may have under Section 3.1 except to the extent it has been materially prejudiced by such failure; and provided, provided further, however, that the failure to notify the Indemnifying Party indemnifying party shall not relieve it from any liability which it may have to any Indemnified Party (or to the indemnified party requesting contribution) otherwise than under Section 3.1. In case any such action is brought against any Indemnified Party indemnified party and it notifies the Indemnifying Party indemnifying party of the commencement thereof, the Indemnifying Party indemnifying party shall be entitled to participate therein and, to the extent that, by written notice delivered to the Indemnified Party indemnified party promptly after receiving the aforesaid notice from such Indemnified Partyindemnified party, the Indemnifying Party indemnifying party elects to assume the defense thereof, it may participate with counsel reasonably satisfactory to such Indemnified Partyindemnified party; provided, however, that if the defendants in any such action include both the Indemnified Party indemnified party and the Indemnifying Party indemnifying party and the Indemnified Party indemnified party or parties shall reasonably have concluded that there may be legal defenses available to it or them and/or other Indemnified Parties indemnified parties that are different from or additional to those available to the Indemnifying Party, or if the use of counsel chosen by the Indemnifying Party to represent the Indemnified Parties would present such counsel with a conflict of interestindemnifying party, the Indemnified Party indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Party indemnified party or parties. Upon receipt of notice from the Indemnifying Party indemnifying party to such Indemnified Party indemnified party of its election so to assume the defense of such action and approval by the Indemnified Party indemnified party of such counsel, the Indemnifying Party indemnifying party shall not be liable to such Indemnified Party indemnified party under this paragraph for any legal or other expenses subsequently incurred by such Indemnified Party indemnified party in connection with the defense thereof, unless (i) the Indemnified Party indemnified party shall have employed separate counsel (plus any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence, (ii) the Indemnifying Party indemnifying party shall not have employed counsel reasonably satisfactory to the Indemnified Party indemnified party to represent the Indemnified Party indemnified party within a reasonable time after notice of commencement of the action or (iii) the Indemnifying Party indemnifying party shall have authorized the employment of counsel for the Indemnified Party indemnified party at the expense of the Indemnifying Partyindemnifying party. No party shall be liable for contribution with respect to any action or claim settled without its consent, which consent shall not be unreasonably withheld. In no event shall the Indemnifying Party indemnifying party be liable for the fees and expenses of more than one counsel representing the Goldman Sachs Indemnified Parties (in addition to any local counsel) separate from xxxxxxtx xxxm its own counsel for all Indemnified Parties indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.