Common use of Notification Procedure Clause in Contracts

Notification Procedure. Each indemnified party under Section 5.1 will, promptly after the receipt of notice of the commencement of any action or other proceeding against such indemnified party in respect of which indemnity may be sought from the Company under Section 5.1, notify the Company in writing of the commencement thereof. The omission of any indemnified party so to notify the Company of any such action shall not relieve the Company from any liability which it may have to such indemnified party (i) other than pursuant to Section 5.1 or (ii) under Section 5.1 unless, and only to the extent that, such omission results in the Company’s forfeiture of substantive rights or defenses. In case any such action or other proceeding shall be brought against any indemnified party and it shall notify the Company of the commencement thereof, the Company shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, that any indemnified party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action or proceeding in which both the Company and an indemnified party is, or is reasonably likely to become, a party, such indemnified party shall have the right to employ separate counsel at the Company’s expense and to control its own defense of such action or proceeding if, in the reasonable opinion of counsel to such indemnified party, (a) there are or may be legal defenses available to such indemnified party or to other indemnified parties that are different from or additional to those available to the Company or (b) any conflict or potential conflict exists between the Company and such indemnified party that would make such separate representation advisable; provided, however, that in no event shall the Company be required to pay fees and expenses under this sentence of Section 5.1 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. The Company agrees that the Company will not, without the prior written consent of the Purchaser, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any indemnified party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Purchaser and each other indemnified party from all liability arising or that may arise out of such claim, action or proceeding. No such settlement shall impose any restriction on the future conduct of any indemnified party without such party’s consent, which may be withheld in such party’s discretion. The rights accorded to indemnified parties hereunder shall be in addition to any rights that any indemnified party may have at common law, by separate agreement or otherwise.

Notification Procedure. Each indemnified party under Section 5.1 will, ----------------------- promptly after the receipt of notice of the commencement of any action or other proceeding against such indemnified party in respect of which indemnity may be sought from the Company under Section 5.1, notify the Company in writing of the commencement thereof. The omission of any indemnified party so to notify the Company of any such action shall not relieve the Company from any liability which it may have to such indemnified party (i) other than pursuant to Section 5.1 or (ii) under Section 5.1 unless, and only to the extent that, such omission results in the Company’s 's forfeiture of substantive rights or defenses. In case any such action or other proceeding shall be brought against any indemnified party and it shall notify the Company of the commencement thereof, the Company shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, that any indemnified party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action or proceeding in which both the Company and an indemnified party is, or is reasonably likely to become, a party, such indemnified party shall have the right to employ separate counsel at the Company’s 's expense and to control its own defense of such action or proceeding if, in the reasonable opinion of counsel to such indemnified party, (a) there are or may be legal defenses available to such indemnified party or to other indemnified parties that are different from or additional to those available to the Company or (b) any conflict or potential conflict exists between the Company and such indemnified party that would make such separate representation advisable; provided, however, that in no event shall the Company be required to pay fees and expenses under this sentence of Section 5.1 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. The Company agrees that the Company will not, without the prior written consent of the Purchaser, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any indemnified party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Purchaser and each other indemnified party from all liability arising or that may arise out of such claim, action or proceeding. No such settlement shall impose any restriction on the future conduct of any indemnified party without such party’s 's consent, which may be withheld in such party’s 's discretion. The rights accorded to indemnified parties hereunder shall be in addition to any rights that any indemnified party may have at common law, by separate agreement or otherwise.

Notification Procedure. (a) Each indemnified party entitled to indemnification under this Section 5.1 will, 7 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after the receipt of such Indemnified Party has received written notice of the commencement of any action or other proceeding against such indemnified party in respect of claim as to which indemnity may be sought from the Company under Section 5.1, notify the Company in writing of the commencement thereof. The omission of any indemnified party so to notify the Company of any such action shall not relieve the Company from any liability which it may have to such indemnified party (i) other than pursuant to Section 5.1 or (ii) under Section 5.1 unlesssought, and only to shall permit the extent that, such omission results in the Company’s forfeiture of substantive rights or defenses. In case any such action or other proceeding shall be brought against any indemnified party and it shall notify the Company of the commencement thereof, the Company shall be entitled to participate therein and, to the extent that it may wish, Indemnifying Party to assume the defense thereofof any such claim or any litigation resulting therefrom, with provided that counsel reasonably satisfactory to for the Indemnifying Party, who shall conduct the defense of such indemnified claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld). The Indemnified Party may participate in such defense at such party’s expense; provided, however, that any indemnified party may, at its own expense, retain separate counsel to participate in the Indemnifying Party shall bear the expense of such defense. Notwithstanding the foregoing, in any action or proceeding in which both the Company and an indemnified party is, or is reasonably likely to become, a party, such indemnified party shall have the right to employ separate counsel at the Company’s expense and to control its own defense of the Indemnified Party if representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interest. The failure of any Indemnified Party to give notice within a reasonable period of time as provided herein shall relieve the Indemnifying Party of its obligations under this Section 7, but only to the extent that such action failure to give notice shall materially adversely prejudice the Indemnifying Party in the defense of any such claim or proceeding ifany such litigation. No Indemnifying Party, in the reasonable opinion defense of counsel any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party, (a) there are or may be legal defenses available Indemnified Party of a release from all liability in respect to such indemnified party claim or to other indemnified parties that are different from or additional to those available to the Company or litigation. (b) If the indemnification provided for in this Section 7 is held to be unavailable to an Indemnified Party with respect to any conflict loss, liability, claim, damage or potential conflict exists between expense referred to therein, then the Company Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions that resulted in such indemnified party that would make such separate representation advisableloss, liability, claim, damage or expense as well as any other relevant equitable considerations; provided, however, that in no event shall any contribution by an Investor under this Section 7 exceed the net proceeds from the offering received by such Investor. The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission. (c) The obligations of the Company be required to pay fees and expenses each Investor under this sentence Section 7 shall survive the completion of any offering of the Shares in a Registration Statement under this Section 5.1 for more than one firm 7, any investigation made by or on behalf of attorneys in the Indemnified Party or any jurisdiction in any one legal action officer, director or group controlling Person of related legal actions. The Company agrees that such Indemnified Party and will survive the transfer of securities. (d) Each Investor shall furnish to the Company will not, without such information regarding such Investor and the prior written consent of distribution proposed by such Investor as the Purchaser, settle, compromise or consent to the entry of any judgment Company may reasonably request in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any indemnified party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Purchaser writing and each other indemnified party from all liability arising or that may arise out of such claim, action or proceeding. No such settlement shall impose any restriction on the future conduct of any indemnified party without such party’s consent, which may be withheld in such party’s discretion. The rights accorded to indemnified parties hereunder as shall be reasonably required in addition connection with any registration, qualification or compliance referred to any rights that any indemnified party may have at common law, by separate agreement or otherwisein this Section 7.

Notification Procedure. Each indemnified party under this Section 5.1 7 will, promptly after the receipt of notice of the commencement of any action or other proceeding against such indemnified party in respect of which indemnity may be sought from the Company under this Section 5.17, notify the Company in writing of the commencement thereof. The omission of any indemnified party so to notify the Company of any such action shall not relieve the Company from any liability which it may have to such indemnified party (i) other than pursuant to this Section 5.1 7 or (ii) under this Section 5.1 7 unless, and only to the extent that, such omission results in the Company’s 's forfeiture of substantive rights or defenses. In case any such action or other proceeding shall be brought against any indemnified party and it shall notify the Company of the commencement thereof, the Company shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; providedPROVIDED, howeverHOWEVER, that any indemnified party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action or proceeding in which both the Company and an indemnified party is, or is reasonably likely to become, a party, such indemnified party shall have the right to employ separate counsel at the Company’s 's expense and to control its own defense of such action or proceeding if, in the reasonable opinion of counsel to such indemnified party, (a) there are or may be legal defenses available to such indemnified party or to other indemnified parties that are different from or additional to those available to the Company or (b) any conflict or potential conflict exists between the Company and such indemnified party that would make such separate representation advisable; providedPROVIDED, howeverHOWEVER, that in no event shall the Company be required to pay fees and expenses under this sentence of this Section 5.1 7 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. The Company agrees that the Company will not, without the prior written consent of the PurchaserInvestors, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any indemnified party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Purchaser Investors and each other indemnified party from all liability arising or that may arise out of such claim, action or proceeding. No such settlement shall impose any restriction on the future conduct of any indemnified party without such party’s consent, which may be withheld in such party’s discretion. The rights accorded to indemnified parties hereunder shall be in addition to any rights that any indemnified party may have at common law, by separate agreement or otherwise.

Notification Procedure. Each indemnified party under Section 5.1 will, (a) Investor shall give notice to the Company promptly after the receipt of it has received written notice of the commencement of any action or other proceeding against such indemnified party in respect of claim as to which indemnity may be sought from sought, and shall permit the Company under Section 5.1, notify the Company in writing of the commencement thereof. The omission of any indemnified party so to notify the Company of any such action shall not relieve the Company from any liability which it may have to such indemnified party (i) other than pursuant to Section 5.1 or (ii) under Section 5.1 unless, and only to the extent that, such omission results in the Company’s forfeiture of substantive rights or defenses. In case any such action or other proceeding shall be brought against any indemnified party and it shall notify the Company of the commencement thereof, the Company shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereofof any such claim or any litigation resulting therefrom, provided that counsel for the Company, who shall conduct the defense of such claim or litigation, shall be approved by Investor (whose approval shall not be unreasonably withheld). Investor may participate in such defense with separate counsel reasonably satisfactory to such indemnified partyat its expense; provided, however, that any indemnified party may, at its own expense, retain the Company shall bear the expense of such separate counsel if representation of both parties by the same counsel would be inappropriate due to participate in such defense. Notwithstanding the foregoing, in any action or proceeding in which both the Company and an indemnified party is, or is reasonably likely to become, a party, such indemnified party shall have the right to employ separate counsel at the Company’s expense and to control its own defense of such action or proceeding if, in the reasonable opinion of counsel to such indemnified party, (a) there are or may be legal defenses available to such indemnified party or to other indemnified parties that are different from or additional to those available to the Company or (b) any conflict actual or potential conflict exists conflicts of interest between the Company and Investor. The failure of Investor to give notice within a reasonable period of time as provided herein shall relieve the Company of its obligations under this Section 17, with respect to any expenses incurred by Investor or Investor’s Agents before the date of such indemnified party notice and to the extent that would make such separate representation advisablefailure to give notice shall materially adversely prejudice the Company in the defense of any such claim or any such litigation. The Company, in the defense of any such claim or litigation, shall not, except with the consent of Investor, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to Investor of a release from all liability in respect to such claim or litigation. (b) If the indemnification provided for in this Section 17 is held to be unavailable to Investor with respect to any loss, liability, claim, damage or expense, then the Company, in lieu of indemnifying Investor hereunder, shall contribute to the amount paid or payable by Investor as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and of Investor on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage or expense as well as any other relevant equitable considerations; provided, however, that in no event shall any contribution by Investor under this Section 17 exceed the net proceeds from the offering received by Investor. The relative fault of the Company and of Investor shall be required determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to pay fees and expenses under this sentence of Section 5.1 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. The Company agrees that state a material fact relates to information supplied by the Company will notor by Investor and the parties’ relative intent, without knowledge, access to information, and opportunity to correct or prevent such statement or omission. (c) All indemnification rights hereunder shall survive the prior written consent execution and delivery of this Agreement and the Purchasersubscription contemplated herein for the applicable statute of limitations, settlenotwithstanding any inquiry or examination made for or on behalf of, compromise or consent any knowledge of Investor or the acceptance by Investor of any certificate or opinion. (d) Investor shall furnish to the entry of any judgment Company such information regarding Investor and the distribution proposed by Investor as the Company may reasonably request in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any indemnified party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Purchaser writing and each other indemnified party from all liability arising or that may arise out of such claim, action or proceeding. No such settlement shall impose any restriction on the future conduct of any indemnified party without such party’s consent, which may be withheld in such party’s discretion. The rights accorded to indemnified parties hereunder as shall be reasonably required in addition connection with any registration, qualification or compliance referred to any rights that any indemnified party may have at common law, by separate agreement or otherwisein this Section 17.

Notification Procedure. Each indemnified party under this Section 5.1 8 will, promptly after the receipt of notice of the commencement of any action or other proceeding against such indemnified party in respect of which indemnity may be sought from the Company A-C under this Section 5.18, notify the Company A-C in writing of the commencement thereof. The omission of any indemnified party so to notify the Company A-C of any such action shall not relieve the Company A-C from any liability which it may have to such indemnified party (i) other than pursuant to this Section 5.1 8 or (ii) under this Section 5.1 8 unless, and only to the extent that, such omission results in the Company’s A-C's forfeiture of substantive rights or defenses. In case any such action or other proceeding shall be brought against any indemnified party and it shall notify the Company A-C of the commencement thereof, the Company A-C shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; providedPROVIDED, howeverHOWEVER, that any indemnified party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action or proceeding in which both the Company A-C and an indemnified party is, or is reasonably likely to become, a party, such indemnified party shall have the right to employ separate counsel at the Company’s A-C's expense and to control its own defense of such action or proceeding if, in the reasonable opinion of counsel to such indemnified party, (a) there are or may be legal defenses available to such indemnified party or to other indemnified parties that are different from or additional to those available to the Company A-C or (b) any conflict or potential conflict exists between the Company A-C and such indemnified party that would make such separate representation advisable; providedPROVIDED, howeverHOWEVER, that in no event shall the Company A-C be required to pay fees and expenses under this sentence of this Section 5.1 8 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. The Company agrees that the Company A-C will not, without the prior written consent of the PurchaserPurchasers, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any indemnified party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Purchaser Purchasers and each other indemnified party from all liability arising or that may arise out of such claim, action or proceeding. No such settlement shall impose any restriction on the future conduct of any indemnified party without such party’s consent, which may be withheld in such party’s discretion. The rights accorded to indemnified parties hereunder shall be in addition to any rights that any indemnified party may have at common law, by separate agreement or otherwise.

Notification Procedure. Each indemnified party under this Section 5.1 7 will, promptly after the receipt of notice of the commencement of any action or other proceeding against such indemnified party in respect of which indemnity may be sought from the Company under this Section 5.17, notify the Company in writing of the commencement thereof. The omission of any indemnified party so to notify the Company of any such action shall not relieve the Company from any liability which it may have to such indemnified party (i) other than pursuant to this Section 5.1 7 or (ii) under this Section 5.1 7 unless, and only to the extent that, such omission results in the Company’s 's forfeiture of substantive rights or defenses. In case any such action or other proceeding shall be brought against any indemnified party and it shall notify the Company of the commencement thereof, the Company shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; providedPROVIDED, howeverHOWEVER, that any indemnified party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action or proceeding in which both the Company and an indemnified party is, or is reasonably likely to become, a party, such indemnified party shall have the right to employ separate counsel at the Company’s 's expense and to control its own defense of such action or proceeding if, in the reasonable opinion of counsel to such indemnified party, , (a) there are or may be legal defenses available to such indemnified party or to other indemnified parties that are different from or additional to those available to the Company or (b) any conflict or potential conflict exists between the Company and such indemnified party that would make such separate representation advisable; providedPROVIDED, howeverHOWEVER, that in no event shall the Company be required to pay fees and expenses under this sentence of this Section 5.1 7 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. The Company agrees that the Company will not, without the prior written consent of the PurchaserInvestors, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any indemnified party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Purchaser Investors and each other indemnified party from all liability arising or that may arise out of such claim, action or proceeding. No such settlement shall impose any restriction on the future conduct of any indemnified party without such party’s consent, which may be withheld in such party’s discretion. The rights accorded to indemnified parties hereunder shall be in addition to any rights that any indemnified party may have at common law, by separate agreement or otherwise.

Notification Procedure. (a) Each indemnified party entitled to indemnification under this Section 5.1 will, 7 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after the receipt of such Indemnified Party has received written notice of the commencement of any action or other proceeding against such indemnified party in respect of claim as to which indemnity may be sought from the Company under Section 5.1, notify the Company in writing of the commencement thereof. The omission of any indemnified party so to notify the Company of any such action shall not relieve the Company from any liability which it may have to such indemnified party (i) other than pursuant to Section 5.1 or (ii) under Section 5.1 unlesssought, and only to shall permit the extent that, such omission results in the Company’s forfeiture of substantive rights or defenses. In case any such action or other proceeding shall be brought against any indemnified party and it shall notify the Company of the commencement thereof, the Company shall be entitled to participate therein and, to the extent that it may wish, Indemnifying Party to assume the defense thereofof any such claim or any litigation resulting therefrom, with provided that counsel reasonably satisfactory to for the Indemnifying Party, who shall conduct the defense of such indemnified claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld). The Indemnified Party may participate in such defense at such party’s expense; provided, however, that any indemnified party may, at its own expense, retain separate the Indemnifying Party shall bear the expense of such defense of the Indemnified Party if (i) representation of both parties by the same counsel would be inappropriate due to participate in such defense. Notwithstanding actual or potential conflicts of interest or (ii) the foregoing, in any action or proceeding in which both the Company and an indemnified party is, or is reasonably likely to become, a party, such indemnified party Indemnifying Party shall have failed promptly to assume the right to employ separate counsel at the Company’s expense and to control its own defense of such action proceeding and to employ counsel reasonably satisfactory to such Indemnified Party. The failure of any Indemnified Party to give notice within a reasonable period of time as provided herein shall relieve the Indemnifying Party of its obligations under this Section 7, but only to the extent that such failure to give notice shall materially adversely prejudice the Indemnifying Party in the defense of any such claim or proceeding ifany such litigation. No Indemnifying Party, in the reasonable opinion defense of counsel any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party, (a) there are or may be legal defenses available Indemnified Party of a release from all liability in respect to such indemnified party claim or to other indemnified parties that are different from or additional to those available to the Company or litigation. (b) If the indemnification provided for in this Section 7 is held to be unavailable to an Indemnified Party with respect to any conflict Liabilities or potential conflict exists between expense referred to therein, then the Company Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Liabilities or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions that resulted in such indemnified party that would make such separate representation advisableLiabilities or expense as well as any other relevant equitable considerations; provided, however, that in no event shall any contribution by an Investor under this Section 7.3(b) exceed the net proceeds received by such Investor from its sale of the Shares. The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7.3(b) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding sentence. (c) The obligations of the Company be required to pay fees and expenses each Investor under this sentence Section 7 shall survive the Closing and the completion of Section 5.1 for more than one firm any offering of attorneys the Shares in a Registration Statement, any jurisdiction investigation made by or on behalf of the Indemnified Party or any officer, director or controlling Person of such Indemnified Party and will survive the transfer of securities. (d) Each Investor shall furnish in any one legal action or group of related legal actions. The Company agrees that writing to the Company will not, without such information regarding such Investor and the prior written consent of distribution proposed by such Investor as the Purchaser, settle, compromise or consent to the entry of any judgment Company may reasonably request in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any indemnified party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Purchaser writing and each other indemnified party from all liability arising or that may arise out of such claim, action or proceeding. No such settlement shall impose any restriction on the future conduct of any indemnified party without such party’s consent, which may be withheld in such party’s discretion. The rights accorded to indemnified parties hereunder as shall be reasonably required in addition connection with any registration, qualification or compliance referred to any rights that any indemnified party may have at common law, by separate agreement or otherwisein this Section 7.

Notification Procedure. Each indemnified party under this Section 5.1 8 will, promptly after the receipt of notice of the commencement of any action or other proceeding against such indemnified party in respect of which indemnity may be sought from the Company A-C under this Section 5.18, notify the Company A-C in writing of the commencement thereof. The omission of any indemnified party so to notify the Company A-C of any such action shall not relieve the Company A-C from any liability which it may have to such indemnified party (i) other than pursuant to this Section 5.1 8 or (ii) under this Section 5.1 8 unless, and only to the extent that, such omission results in the CompanyA-C’s forfeiture of substantive rights or defenses. In case any such action or other proceeding shall be brought against any indemnified party and it shall notify the Company A-C of the commencement thereof, the Company A-C shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, that any indemnified party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action or proceeding in which both the Company A-C and an indemnified party is, or is reasonably likely to become, a party, such indemnified party shall have the right to employ separate counsel at the CompanyA-C’s expense and to control its own defense of such action or proceeding if, in the reasonable opinion of counsel to such indemnified party, (a) there are or may be legal defenses available to such indemnified party or to other indemnified parties that are different from or additional to those available to the Company A-C or (b) any conflict or potential conflict exists between the Company A-C and such indemnified party that would make such separate representation advisable; provided, however, that in no event shall the Company A-C be required to pay fees and expenses under this sentence of this Section 5.1 8 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. The Company agrees that the Company A-C will not, without the prior written consent of the PurchaserEnergy Spectrum, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any indemnified party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Purchaser Energy Spectrum and each other indemnified party from all liability arising or that may arise out of such claim, action or proceeding. No such settlement shall impose any restriction on the future conduct of any indemnified party without such party’s consent, which may be withheld in such party’s discretion. The rights accorded to indemnified parties hereunder shall be in addition to any rights that any indemnified party may have at common law, by separate agreement or otherwise.

Notification Procedure. (a) Each indemnified party entitled to indemnification under this Section 5.1 will, 7 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after the receipt of such Indemnified Party has received written notice of the commencement of any action or other proceeding against such indemnified party in respect of claim as to which indemnity may be sought from the Company under Section 5.1, notify the Company in writing of the commencement thereof. The omission of any indemnified party so to notify the Company of any such action shall not relieve the Company from any liability which it may have to such indemnified party (i) other than pursuant to Section 5.1 or (ii) under Section 5.1 unlesssought, and only to shall permit the extent that, such omission results in the Company’s forfeiture of substantive rights or defenses. In case any such action or other proceeding shall be brought against any indemnified party and it shall notify the Company of the commencement thereof, the Company shall be entitled to participate therein and, to the extent that it may wish, Indemnifying Party to assume the defense thereofof any such claim or any litigation resulting therefrom, with provided that counsel reasonably satisfactory to for the Indemnifying Party, who shall conduct the defense of such indemnified claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld). The Indemnified Party may participate in such defense at such party’s expense; provided, however, that any indemnified party may, at its own expense, retain separate counsel to participate in the Indemnifying Party shall bear the expense of such defense. Notwithstanding the foregoing, in any action or proceeding in which both the Company and an indemnified party is, or is reasonably likely to become, a party, such indemnified party shall have the right to employ separate counsel at the Company’s expense and to control its own defense of the Indemnified Party if representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interest. The failure of any Indemnified Party to give notice within a reasonable period of time as provided herein shall relieve the Indemnifying Party of its obligations under this Section 7, but only to the extent that such action failure to give notice shall materially adversely prejudice the Indemnifying Party in the defense of any such claim or proceeding ifany such litigation. No Indemnifying Party, in the reasonable opinion defense of counsel any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party, (a) there are or may be legal defenses available Indemnified Party of a release from all liability in respect to such indemnified party claim or to other indemnified parties that are different from or additional to those available to the Company or litigation. (b) If the indemnification provided for in this Section 7 is held to be unavailable to an Indemnified Party with respect to any conflict loss, liability, claim, damage or potential conflict exists between expense referred to therein, then the Company Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions that resulted in such indemnified party that would make such separate representation advisableloss, liability, claim, damage or expense as well as any other relevant equitable considerations; provided, however, that in no event shall any contribution by an Investor under this Section 7 exceed the net proceeds from the offering received by such Investor. The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7(b) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding sentence. (c) The obligations of the Company be required to pay fees and expenses each Investor under this sentence Section 7 shall survive the completion of any offering of the Shares in a Registration Statement under this Section 5.1 for more than one firm 7, any investigation made by or on behalf of attorneys in the Indemnified Party or any jurisdiction in any one legal action officer, director or group controlling Person of related legal actions. The Company agrees that such Indemnified Party and will survive the transfer of securities. (d) Each Investor shall furnish to the Company will not, without such information regarding such Investor and the prior written consent of distribution proposed by such Investor as the Purchaser, settle, compromise or consent to the entry of any judgment Company may reasonably request in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any indemnified party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Purchaser writing and each other indemnified party from all liability arising or that may arise out of such claim, action or proceeding. No such settlement shall impose any restriction on the future conduct of any indemnified party without such party’s consent, which may be withheld in such party’s discretion. The rights accorded to indemnified parties hereunder as shall be reasonably required in addition connection with any registration, qualification or compliance referred to any rights that any indemnified party may have at common law, by separate agreement or otherwisein this Section 7.

Notification Procedure. Each indemnified party under this Section 5.1 8 will, promptly after the receipt of notice of the commencement of any action or other proceeding against such indemnified party in respect of which indemnity may be sought from the Company A-C under this Section 5.18, notify the Company A-C in writing of the commencement thereof. The omission of any indemnified party so to notify the Company A-C of any such action shall not relieve the Company A-C from any liability which it may have to such indemnified party (i) other than pursuant to this Section 5.1 8 or (ii) under this Section 5.1 8 unless, and only to the extent that, such omission results in the Company’s A-C's forfeiture of substantive rights or defenses. In case any such action or other proceeding shall be brought against any indemnified party and it shall notify the Company A-C of the commencement thereof, the Company A-C shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; providedPROVIDED, howeverHOWEVER, that any indemnified party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action or proceeding in which both the Company A-C and an indemnified party is, or is reasonably likely to become, a party, such indemnified party shall have the right to employ separate counsel at the Company’s A-C's expense and to control its own defense of such action or proceeding if, in the reasonable opinion of counsel to such indemnified party, (a) there are or may be legal defenses available to such indemnified party or to other indemnified parties that are different from or additional to those available to the Company A-C or (b) any conflict or potential conflict exists between the Company A-C and such indemnified party that would make such separate representation advisable; providedPROVIDED, howeverHOWEVER, that in no event shall the Company A-C be required to pay fees and expenses under this sentence of this Section 5.1 8 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. The Company agrees that the Company A-C will not, without the prior written consent of the PurchaserEnergy Spectrum, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any indemnified party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Purchaser Energy Spectrum and each other indemnified party from all liability arising or that may arise out of such claim, action or proceeding. No such settlement shall impose any restriction on the future conduct of any indemnified party without such party’s consent, which may be withheld in such party’s discretion. The rights accorded to indemnified parties hereunder shall be in addition to any rights that any indemnified party may have at common law, by separate agreement or otherwise.

Notification Procedure. Each indemnified party under this Section 5.1 8 will, promptly after the receipt of notice of the commencement of any action or other proceeding against such indemnified party in respect of which indemnity may be sought from the Company A-C under this Section 5.18, notify the Company A-C in writing of the commencement thereof. The omission of any indemnified party so to notify the Company A-C of any such action shall not relieve the Company A-C from any liability which it may have to such indemnified party (i) other than pursuant to this Section 5.1 8 or (ii) under this Section 5.1 8 unless, and only to the extent that, such omission results in the Company’s A-C's forfeiture of substantive rights or defenses. In case any such action or other proceeding shall be brought against any indemnified party and it shall notify the Company A-C of the commencement thereof, the Company A-C shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, that any indemnified party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action or proceeding in which both the Company A-C and an indemnified party is, or is reasonably likely to become, a party, such indemnified party shall have the right to employ separate counsel at the Company’s A-C's expense and to control its own defense of such action or proceeding if, in the reasonable opinion of counsel to such indemnified party, (a) there are or may be legal defenses available to such indemnified party or to other indemnified parties that are different from or additional to those available to the Company A-C or (b) any conflict or potential conflict exists between the Company A-C and such indemnified party that would make such separate representation advisable; provided, however, that in no event shall the Company A-C be required to pay fees and expenses under this sentence of this Section 5.1 8 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. The Company agrees that the Company A-C will not, without the prior written consent of the PurchaserEnergy Spectrum, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any indemnified party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Purchaser Energy Spectrum and each other indemnified party from all liability arising or that may arise out of such claim, action or proceeding. No such settlement shall impose any restriction on the future conduct of any indemnified party without such party’s consent, which may be withheld in such party’s discretion. The rights accorded to indemnified parties hereunder shall be in addition to any rights that any indemnified party may have at common law, by separate agreement or otherwise.

Notification Procedure. Each indemnified party under this Section 5.1 8 will, promptly after the receipt of notice of the commencement of any action or other proceeding against such indemnified party in respect of which indemnity may be sought from the Company A-C under this Section 5.18, notify the Company A-C in writing of the commencement thereof. The omission of any indemnified party so to notify the Company A-C of any such action shall not relieve the Company A-C from any liability which it may have to such indemnified party (i) other than pursuant to this Section 5.1 8 or (ii) under this Section 5.1 8 unless, and only to the extent that, such omission results in the Company’s A-C's forfeiture of substantive rights or defenses. In case any such action or other proceeding shall be brought against any indemnified party and it shall notify the Company A-C of the commencement thereof, the Company A-C shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, that any indemnified party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action or proceeding in which both the Company A-C and an indemnified party is, or is reasonably likely to become, a party, such indemnified party shall have the right to employ separate counsel at the Company’s A-C's expense and to control its own defense of such action or proceeding if, in the reasonable opinion of counsel to such indemnified party, (a) there are or may be legal defenses available to such indemnified party or to other indemnified parties that are different from or additional to those available to the Company A-C or (b) any conflict or potential conflict exists between the Company A-C and such indemnified party that would make such separate representation advisable; provided, however, that in no event shall the Company A-C be required to pay fees and expenses under this sentence of this Section 5.1 8 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. The Company agrees that the Company A-C will not, without the prior written consent of the PurchaserPurchasers, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any indemnified party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Purchaser Purchasers and each other indemnified party from all liability arising or that may arise out of such claim, action or proceeding. No such settlement shall impose any restriction on the future conduct of any indemnified party without such party’s consent, which may be withheld in such party’s discretion. The rights accorded to indemnified parties hereunder shall be in addition to any rights that any indemnified party may have at common law, by separate agreement or otherwise.

Notification Procedure. Each indemnified party under Section ----------------------- 5.1 will, promptly after the receipt of notice of the commencement of any action or other proceeding against such indemnified party in respect of which indemnity may be sought from the Company WWAT under Section 5.1, notify the Company WWAT in writing of the commencement thereof. The omission of any indemnified party so to notify the Company WWAT of any such action shall not relieve the Company WWAT from any liability which it may have to such indemnified party (i) other than pursuant to Section 5.1 or (ii) under Section 5.1 unless, and only to the extent that, such omission results in the Company’s WWAT's forfeiture of substantive rights or defenses. In case any such action or other proceeding shall be brought against any indemnified party and it shall notify the Company WWAT of the commencement thereof, the Company WWAT shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, that any ----------------- indemnified party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action or proceeding in which both the Company WWAT and an indemnified party is, or is reasonably likely to become, a party, such indemnified party shall have the right to employ separate counsel at the Company’s WWAT's expense and to control its own defense of such action or proceeding if, in the reasonable opinion of counsel to such indemnified party, (a) there are or may be legal defenses available to such indemnified party or to other indemnified parties that are different from or additional to those available to the Company WWAT or (b) any conflict or potential conflict exists between the Company WWAT and such indemnified party that would make such separate representation advisable; provided, however, that in no event shall the Company WWAT be required to pay -------- ------- fees and expenses under this sentence of Section 5.1 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. The Company agrees that the Company WWAT will not, without the prior written consent of the Purchaser, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any indemnified party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Purchaser and each other indemnified party from all liability arising or that may arise out of such claim, action or proceeding. No such settlement shall impose any restriction on the future conduct of any indemnified party without such party’s 's consent, which may be withheld in such party’s 's discretion. The rights accorded to indemnified parties hereunder shall be in addition to any rights that any indemnified party may have at common law, by separate agreement or otherwise.

Notification Procedure. Each indemnified party under Section 5.1 will, (a) IFC shall give notice to the Company promptly after the receipt of it has received written notice of the commencement of any action or other proceeding against such indemnified party in respect of claim as to which indemnity may be sought from sought, and shall permit the Company under Section 5.1, notify the Company in writing of the commencement thereof. The omission of any indemnified party so to notify the Company of any such action shall not relieve the Company from any liability which it may have to such indemnified party (i) other than pursuant to Section 5.1 or (ii) under Section 5.1 unless, and only to the extent that, such omission results in the Company’s forfeiture of substantive rights or defenses. In case any such action or other proceeding shall be brought against any indemnified party and it shall notify the Company of the commencement thereof, the Company shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereofof any such claim or any litigation resulting therefrom, provided that counsel for the Company, who shall conduct the defense of such claim or litigation, shall be approved by IFC (whose approval shall not be unreasonably withheld). IFC may participate in such defense with separate counsel reasonably satisfactory to such indemnified partyat its expense; provided, however, that any indemnified party may, at its own expense, retain the Company shall bear the expense of such separate counsel if representation of both parties by the same counsel would be inappropriate due to participate in such defense. Notwithstanding the foregoing, in any action or proceeding in which both the Company and an indemnified party is, or is reasonably likely to become, a party, such indemnified party shall have the right to employ separate counsel at the Company’s expense and to control its own defense of such action or proceeding if, in the reasonable opinion of counsel to such indemnified party, (a) there are or may be legal defenses available to such indemnified party or to other indemnified parties that are different from or additional to those available to the Company or (b) any conflict actual or potential conflict exists conflicts of interest between the Company and IFC. The failure of IFC to give notice within a reasonable period of time as provided herein shall relieve the Company of its obligations under this Section 6, with respect to any expenses incurred by IFC or IFC’s Agents before the date of such indemnified party notice and to the extent that would make such separate representation advisablefailure to give notice shall materially adversely prejudice the Company in the defense of any such claim or any such litigation. The Company, in the defense of any such claim or litigation, shall not, except with the consent of IFC, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to IFC of a release from all liability in respect to such claim or litigation. (b) If the indemnification provided for in this Section 6 is held to be unavailable to IFC with respect to any loss, liability, claim, damage or expense, then the Company, in lieu of indemnifying IFC hereunder, shall contribute to the amount paid or payable by IFC as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and of IFC on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage or expense as well as any other relevant equitable considerations; provided, however, that in no event shall any contribution by IFC under this Section 6 exceed the net proceeds from the offering received by IFC. The relative fault of the Company and of IFC shall be required determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to pay fees and expenses under this sentence of Section 5.1 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. The Company agrees that state a material fact relates to information supplied by the Company will notor by IFC and the parties’ relative intent, without knowledge, access to information, and opportunity to correct or prevent such statement or omission. (c) All indemnification rights hereunder shall survive the prior written consent execution and delivery of the PurchaserTransaction Documents and the subscription contemplated herein for the applicable statute of limitations, settlenotwithstanding any inquiry or examination made for or on behalf of, compromise or consent any knowledge of IFC or the acceptance by IFC of any certificate or opinion. (d) IFC shall furnish to the entry of any judgment Company such information regarding IFC and the distribution proposed by IFC as the Company may reasonably request in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any indemnified party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Purchaser writing and each other indemnified party from all liability arising or that may arise out of such claim, action or proceeding. No such settlement shall impose any restriction on the future conduct of any indemnified party without such party’s consent, which may be withheld in such party’s discretion. The rights accorded to indemnified parties hereunder as shall be reasonably required in addition connection with any registration, qualification or compliance referred to any rights that any indemnified party may have at common law, by separate agreement or otherwisein this Section 6.